Web of Doom
by WandererInTime
Summary: Answering a distress call, the Doctor and Charlie land on the UNIT Moonbase, which is under siege from a sinister force. (Twelfth Doctor Adventures 4).
1. One Small Step

**Author's Notes**

 **Episode 4 in the Twelfth Doctor Adventures** **, featuring the Doctor and Charlie Drake.**

 **WARNINGS: As with some of the previous adventures, some of the chapters may be quite dark. And if you're afraid of bugs, proceed with caution…**

* * *

 ** _The story so far…_**

 **Ignoring advice from Kate Stewart, head of UNIT, the Doctor has decided to show his new friend Charlie the wonders of time and space. They've faced difficult decisions in the past and the future, and Charlie has the suspicion that the Doctor's been testing him – but what is he preparing him for?**

 **It's time to find out.**

* * *

"What's that?"

Charlie pointed at the framed square on the wall of the TARDIS.

It was very unusual, hanging in a spot between two ornate bookcases. It seemed to resemble a barcode, with strips in an array of mind-boggling colours, perhaps no more than eight inches tall.

The Doctor, reclined in an old leather chair with a book in his hand, looked over. His features seemed to light up, with the advent of a new series of questions.

"What do you think it is?"

Charlie looked back at the square, and shrugged.

"I don't know. It reminds me of one of those codes you scan with your phone."

He stared at it a while, without looking back for the Doctor's reaction. There was a churning in his stomach, and his neck tingled. It was a feeling Charlie always got when he thought that someone might be judging him. And right now, he had a feeling that it should be obvious what this pixelated square was, and the Doctor was silently condemning his ignorance.

"Just try looking at it," the Doctor suggested.

Charlie frowned, glancing over at the Doctor in confusion.

"I _am_ looking at it."

The Doctor raised his eyebrows, his expression radiating an opinion that suggested otherwise.

He pointed him back to the square.

"I mean, really look at it. Look deep into it, look beyond what you see. Look around it. Look behind it! What does it make you think? What does it make you _feel?_ "

Charlie stared at the square for a while longer, his tired eyes playing tricks on him. Like an optical illusion, the coloured bars seemed to shift. But when he blinked, the bars had not moved at all.

It reminded him of an old computer screen; an eighties' display distorted by several millimetres of glass. And for some reason, that made him feel nostalgic. Nostalgic for technologies he had grown up with. Things that had once been loved, now replaced with something new.

Charlie became aware that he was starting to feel sad. Not the upset kind of sad, but a deep sadness; a jolt of desolation that accompanies the feeling when you realise you've lost something.

But it wasn't just that. It went further.

Even though it made him feel sad, there was hope. Hope that things might get better. That there was happiness buried beneath the other emotion, not quite extinguished.

He couldn't quite explain why he had suddenly felt this array of emotion. If it was because of the square he'd been regarding, it was certainly a very strange square.

The Doctor turned a page loudly, and Charlie's attention snapped back to him.

"I'm still not sure? It's like there's something there, but I can't quite describe it. Like there's something missing, or… or I just can't see it."

"Perhaps," the Doctor mused. "Maybe you see something different to what I see. Maybe your brain can't actually comprehend what it is you see."

"So what exactly is it?"

The Doctor rubbed the bridge of his nose absent-mindedly.

"Computer generated art. Something the TARDIS has done herself."

Charlie looked back at it.

"Oh," he said, now completely unsure what to make of it.

"Do you like it?" the Doctor asked.

"Uh, yeah, it's… nice?" Charlie nodded, hoping the TARDIS wouldn't be able to detect that he really had no opinion on it either way.

The Doctor smiled wryly. "Good response. She'll thank you for that."

There was a beep from the TARDIS console, like an alarm, accompanied by a flashing warning sign on one of the screens.

Charlie looked over at the Doctor, with a sense of uneasiness. His nose had returned to the pages of the book, and his attention seemed to be lost in it.

"What was that?" he asked after a minute.

The Doctor slowly dragged himself away from the yellowing pages, and seemed to return to reality.

He looked around, quickly following Charlie's expression, and locating the flashing warning lights on the console. He peered over at it and frowned, his eyebrows scything deep into his features.

He waved a hand in the air indifferently, and returned to his book.

"Nothing important."

Charlie frowned, and felt an intangible tug pulling him towards the console. He looked back at the Doctor, whose hand was splayed out across a page, gazing intently upon it.

Why the Doctor was acting so strangely all of a sudden? Normally, the Doctor would be at that console in a flash, already setting the controls for their next adventure.

"Are you sure?" Charlie ventured. "It literally says 'warning!'. The TARDIS might be in danger!"

"Actually, it's a distress signal. Get them all the time. I usually just ignore them."

"Ignore them?" Charlie uttered, exasperated. "You can't do that! Someone could be… I don't know, trapped, or – or dying. And you might be the only person who could save them."

"Probably. But you're forgetting we're in a time machine. We can go whenever we like. Or maybe," the Doctor gestured, with a thoughtful twist of his hand, "I've already answered it. I'm already there, in the TARDIS, and a different coat."

The Doctor offered him a wistful smile. "Wouldn't it be embarrassing if I were to turn up twice?"

The Doctor stopped abruptly, and peered into the TARDIS' central column; his eyes reflected the fiery glow of the Time Rotor, his thoughts catapulting him far away.

"And besides, whenever I answer a distress signal, something bad happens…"

The enigmatic stare broke away, and dived back into the book.

Charlie hesitated. In a moment of doubt, it occurred to him that the Doctor always took it upon himself to save people, for no other reason than he seemed to want to. What if the Doctor stopped wanting to save people? What would happen then?

No. _He_ couldn't let that happen. Charlie glared at him.

"And what if you're not there? What if people _are_ in danger? What if you can help them?"

The Doctor looked up, his piercing grey eyes scanning him.

The book snapped shut, making Charlie flinch.

Finally, the Doctor released a flurry of an explanation:

"The moon. Several months into your future. A UNIT code five alarm was raised, which sends out an automatic distress call. Point of origin: the Sea of Serenity. Urgent help requested. No additional dialogue. No black box recordings."

The Doctor leapt out of his chair, and bounded towards the central console.

"Which means only one thing," he declared, punching in a series of co-ordinates.

"What?" Charlie asked, hovering behind the Doctor as he raced around the console.

"The moon is under attack," the Doctor asserted, with a hint of excitement.

"So, hold on. What changed your mind?"

The Doctor fixed him with a stare, and managed to communicate without actually saying anything. _He hadn't._

Charlie wondered why he'd been so thick. Why hadn't he worked it out before?

"You were always going to go, weren't you?" Charlie guessed.

"Of course I was," the Doctor replied. "I could never _not_ answer a distress signal. Someone might need our help."

"You were just testing me," Charlie realised. "Why? And why didn't you go sooner? People's lives might be at risk."

The Doctor acknowledged Charlie's thought with a shrug.

"I wasn't lying about the time machine thing. I can go to the moment the signal's sent, or maybe even before."

The Doctor slammed a lever, and the noise of the TARDIS' engines subsided.

"I wanted to know that I can trust you. My 'superiors' at UNIT say that I shouldn't," the Doctor admitted.

"But why would they say that?" Charlie asked, a little estranged.

"I don't know. Would you help someone if you knew you could?"

"Yeah!" Charlie replied without a moment's thought.

"Good. Just as long as I know I can trust you."

Charlie nodded. "Yes. Of course."

The Doctor smiled, and headed for the door. He threw the wooden doors open, and stepped outside.

It took Charlie a second to twig that the Doctor had landed on the moon – where there was no atmosphere, and almost certain death waiting outside with no a spacesuit.

Despite having just had the thought that he might die if he went outside, Charlie raced after the Doctor.

"Hold on, aren't we on the… moon?"

They were on the moon.

The view outside the window before them was… spectacular. The Earth shone brightly in the sky above the dusty surface of the satellite.

Charlie stared, open-mouthed. The moon. He was standing on the moon!

Admittedly, he was standing in some kind of Moonbase – which, fortunately, had a plentiful supply of breathable oxygen.

The TARDIS had landed in a featureless metal room, with grey crates stacked up around the walls. They were all regular sizes, neatly identified by printed labels, describing tools and equipment Charlie had never heard of.

The Doctor took out his sonic screwdriver, and it emitted a low-pitched warble as the he fiddled with an access panel to one side of a heavy bulkhead door. Some kind of high-grade steel, almost certainly engineered to withstand explosives.

The door was embossed with a military emblem: a globe sprouting a pair of wings, which curled around the Earth, as if to protect it. Beneath the image, the letters: 'UNIT'.

"UNIT. You've mentioned that a few times?" Charlie enquired.

The Doctor altered the frequency of the screwdriver, breaking down several layers of security.

"Yes, I used to work for them."

He paused, and shrugged. "Technically, I still do."

"But aren't they a…? You work for a military organisation based on the moon?" reaffirmed Charlie.

"No!" ridiculed the Doctor. "Not on the moon. This is just one of their bases. They have loads of them across the world. London, Wales, Germany, New York, Shanghai, Sydney Harbour…"

The Doctor rubbed his neck distractedly. "I think there's one in Paris, too. Lovely views from the Tower. You can see right up the _Champs-Élysées_ from the recreation room."

As the Doctor grumbled about access codes, Charlie took the opportunity to look around at the storage room they were standing in. There really wasn't that much to see, apart from the lunar vista outside. It was still taking his breath away, distracting him from the Doctor's curses as he argued with the door controls.

With a final flourish, the Doctor waved the sonic across the keypad, and the bulkhead door hissed open.

The Doctor leapt through, into a small geodesic dome, and gestured around at the web of corridors shooting away in all directions.

"Welcome to the Moonbase. The Earth's first line of defence against space invaders."

Charlie ventured through, his heart pumping a little quicker than usual.

"Is there a need for that, then?"

The Doctor shrugged. "Well, yeah, I suppose so."

A klaxon sounded, and Charlie jumped in surprise. A beacon projecting from the wall panels flared red.

"What's happening?" asked Charlie, clutching his arm in embarrassment.

The Doctor led him down a corridor, into a communications hub. Computer screens plastered the walls. Dozens of workstations, almost like a call centre, were lined up facing a rotating diagram of the Earth, stretched across one wall. Lights flashed, and alerts pinged all over the continents.

"Just announcing my presence," the Doctor replied. "Otherwise they won't know I'm here. They're not terribly observant, hence the need for a lookout station in orbit."

Charlie frowned, a little concerned by the Doctor's apparent lack of confidence in in Earth's 'first line of defence'.

A pair of armed soldiers approached them.

"Code nine. It's him," one of the guards spoke into a radio communicator.

"Yep, they've noticed," the Doctor muttered brightly.


	2. The Moonbase

"You're the welcome party, I assume?" The Doctor grinned, rubbing his hands together, before pointing at the automatic rifles aimed at him. "Not sure why you've brought those. We're not dangerous."

The soldiers exchanged glances, and lowered their weapons. The man Charlie took to be the squad leader clipped his pistol back into his belt.

"You wouldn't happen to have any tea and biscuits instead, would you?" queried the Doctor, hopefully. "No? Never mind then."

"Who's the boy?" the squad leader asked, throwing Charlie a suspicious glare.

Charlie almost buckled under the soldier's probing stare; he tried to open his mouth to respond. He was pretty sure he would have been standing there awkwardly for several minutes if the Doctor hadn't immediately responded:

"Charlie. He's my friend. Who are you?"

"Lieutenant Shah, sir," the squad leader introduced himself. He began a salute, but halted before his arm reached halfway. As if struck by a better idea, Shah lowered his hand again, and nodded curtly at the Doctor instead.

The Doctor seemed impressed by Shah's alternative salute, and nudged Charlie's arm.

"I think they're finally starting to pay attention," he said quietly.

"If you'll come with me, sir…?" Shah gestured towards the door. "I'm sure the professor will be pleased to see you."

"Of course," the Doctor replied cheerily, following the soldiers out of the room.

Charlie tagged close behind the Doctor, painfully aware of the alarms ringing in his ears.

The soldiers led them through a series of glass double doors, which hissed open automatically as they approached.

Charlie avoided the stares of a number of engineers and white-clad technicians as they were marched down the corridors.

The Moonbase seemed a hive of human activity. The base's personnel were very interested to notice the presence of the Doctor, and it was clear from a couple of stunned expressions, that some of them actually recognised him. Even a cleaner, mopping a gleaming white floor, gaped at him as they passed.

All the while, Lieutenant Shah received a sharp crackle of static on his radio, interspersed with a barrage of orders. Although it was difficult to make out any of the conversation over the deafening alarms, Charlie caught both his and the Doctor's names a couple of times.

"What?" Shah continued. "I _said_ , you can turn the alarms off, it's the Doctor."

The Doctor prodded one of the other soldiers; a young man with a well-defined nose. He appeared to be only a few years older than Charlie.

"Is there a problem with the alarms?" the Doctor asked, his pained expression only lightly disguised with a polite smile.

"I'm not sure, sir," the squeaky-voiced private replied, "but the Moonbase's systems have been on the blink for a while, now.

"Hmm…" grunted the Doctor, releasing the soldier from his interrogative glare, and immediately plunging into deep thought.

Eventually, the alarms receded, and the base fell silent. Only the humming of machinery and the sound of the soldiers' stamping boots penetrated the air.

The corridors seemed as vast and confusing as a hospital, with minimal signage to match, but it wasn't long before they were ushered into the main command centre.

It was very similar to the first room they had entered, although much larger – and busier. It reminded Charlie of a starship bridge – like something out of _Star Trek_ , especially with that upper level running along the back wall, which gave a clear view of the main screen.

An elderly woman, her greying hair tied up in a neat bun, stopped barking orders, and walked up to them, fixing them with a glower worthy of the Doctor. The rectangular spectacles perched on the end of her nose gave her a rather uninviting air, like a headmistress.

"Professor Lakowsky," Shah saluted.

The professor dismissed him, and addressed the Doctor.

"To what do we owe the pleasure?" Her voice was rather nasal. It gave the impression that she'd rather not be speaking with whomever she was speaking.

The Doctor frowned, and glanced at Charlie in confusion.

Charlie remained silent, a little intimidated by the military presence around him.

"I was answering the distress signal," the Doctor claimed, peering at the professor in earnest, perhaps examining her to see if she was lying.

"The distress signal?" she queried. "From here?"

The Doctor nodded enthusiastically.

"We've sent no such distress signal. Not on my orders, at any rate."

"Oh…" the Doctor mused, disappointed. "Well! It looks like I'm not really needed here, then."

The Doctor clapped Charlie heartily on the shoulder. Not expecting such a physical reaction, Charlie staggered forwards slightly.

"What do you say, Charlie? Shall we head somewhere more exciting?"

"Um…?"

"I am, of course, aware that you are a time traveller," the professor interjected. "Are you implying that we are in… imminent peril?"

The Doctor shrugged. "Who can say?"

"But then, the mere fact that you are here suggests we're in danger," the professor muttered acerbically.

The Doctor opened his mouth to object, but quickly realised that she might be onto something there. His face crinkled. _Fair enough_.

Professor Lakowsky cast a quick glance over the control room, as she mulled over the situation.

"The only problem we've had in the past few months has been a number of power outages."

"Really?" the Doctor mumbled. His tone was that of boredom, and he seemed only to be feigning politeness.

"I could be very much mistaken, but I doubt that it's too much cause for concern."

"You could be right," the Doctor concurred.

The main doors slid open, and a young woman burst into the command centre, a little short of breath. She looked as though she had been in the middle of an experiment of some kind – judging by the white lab coat and the clipboard she was still carrying – had dropped everything, and raced here.

"Was that a code nine alert?" she asked excitedly.

Professor Lakowsky folded her arms, perturbed by the scientist's impertinence.

"That is correct, Doctor Simmons."

Her gaze locked onto the Doctor, and her eyes widened in awe.

"Doctor!"

The Doctor frowned, and took a defensive step backward, unsure if he was about to be attacked or kissed.

She rushed up to him.

"I… know you, don't I?" he guessed.

"Yes, well, I hope so… I think it must have been a long time ago for you."

Simmons hugged her clipboard close to her chest, and looked at him expectantly, bobbing nervously up and down.

The Doctor inclined his head, as though observing her from a different angle would enlighten him.

Charlie stood alongside him, rather meekly. The Doctor was struggling to remember her face.

He felt a twinge of panic, as he came to the realisation that the Doctor had had many friends. He knew a lot of people. To the Doctor, Charlie was just another in a long line of travelling companions. Did the Doctor remember them all?

Judging by the Doctor's confused expression, it did not seem likely. If Charlie ever stopped travelling with him, would the Doctor forget about him as well?

Charlie took a deep breath, and diverted his gaze to the floor. Of course he would. He wasn't special.

"How long ago? What did I look like?" the Doctor's eyebrows furrowed tightly.

"Long, curly hair? English accent. Sort of… Edwardian clothes – quite handsome," she mumbled, a little nervously.

Charlie was a little taken aback by Simmons' response. Her description didn't sound plausible.

"Oh, him!" the Doctor realised.

Charlie was even more taken aback by the Doctor's exclamation. Why was he referring to himself in the third person? Did he have some kind of alternate personality, like David Bowie and Ziggy Stardust?

The Doctor closed his eyes, and a few seconds later, opened them, with an air of realisation.

"Emily?" he said, softly. "We ran, didn't we? Ran from the… uh…"

"The Salamanders," Simmons prompted.

"The Salamanders! Spitting lava everywhere, and trying to turn the UK into a giant volcano!"

Simmons grinned, and looked shyly down at her shoes. "I didn't think you'd remember."

Charlie's heart wrenched suddenly. Again, he felt like he was intruding.

Was that how the Doctor met everyone? Running for your life? And if it was, did the Doctor _really_ remember, or was he just guessing? Would 'Charlie Drake' eventually become a name to which the Doctor couldn't quite match a face? Frankly, the thought terrified him. It terrified him that people could be forgotten so easily.

"Doctor Simmons, if you could _fangirl_ somewhere else, that would be much appreciated," Professor Lakowsky muttered.

"Sorry, professor."

"Wait," Charlie asked her as the Doctor returned his attention to the professor's questions, "so, you're a doctor?"

"Yes. I have a PhD in biochemistry," Simmons explained.

"But you met him and… became a doctor?" Charlie gestured towards the Time Lord, who was examining a tablet the Professor had given him.

Simmons gaped at him for a moment. "I suppose so, yes. I've never really thought of it like that."

She shook her head, dismissing the subject. "Sorry, you must be his companion?"

Charlie nodded slowly. "Yeah, I'm Charlie."

He frowned. "His _'companion'?_ "

Simmons pursed her lips apologetically. "Sorry, I suppose 'companion' is a bit of an unusual term. But it's what we write in the files."

Charlie nodded, and looked up at the large world map on the main view screen. There was a large white swirl centred on the US, surrounded by a dozen blinking red lights.

"What's going on?" he asked.

"We appear to be tracking a hurricane that's heading across the Midwest states of America," Simmons informed him, after a quick glance at the map.

"Midwest?" interjected the Doctor "But that's over in the centre! Isn't that Kansas?" He paused, and raised his finger, thoughtfully. "Funny thing, actually-"

Professor Lakowsky rolled her eyes. "If I could hold your attention for more than thirty seconds…?"

"Sorry," the Doctor responded automatically, turning back to the tablet. "Where was I? Oh, yes – the maintenance reports."

Simmons smiled, amused by the Doctor's constantly wandering concentration.

"Hurricane?" Charlie asked. "Another one?"

Simmons frowned at him. "What do you mean?"

Charlie cocked his head towards the map. "Well, there was one in America, what, three months ago? I remember, 'cause…"

He stopped, as a revelation hit him like a train. They were in the past. Three months in the past.

The Doctor had lied about the date. He said they were in his future – not in the past. _But why?_ Why had he lied?

Simmons noticed Charlie's distant expression.

"Are you okay?"

Charlie's attention snapped back to her, and he offered her a half-smile.

"Yeah, of course. It's just… uh… time travel – messes with your head," Charlie tapped his brow, and forced a chuckle.

Simmons nodded.

The Doctor passed the tablet back to Professor Lakowsky.

"Very interesting," the Doctor muttered.

"Well?" Lakowsky pressed him for his opinion.

"Random power failures, each in a different part of the Moonbase," the Doctor summarised, turning to Charlie.

"You know what's interesting?"

Charlie realised the Doctor had directed the question at him, and, crumbling under the pressure to answer, he glanced at Simmons.

"No?"

"Not one of the failures happened in the same place twice," the Doctor declared, examining him intently, presumably waiting for some sign that he'd jumped to the same conclusion. Needless to say, he hadn't.

"How is that interesting?" Charlie asked.

"Oh, come on!" the Doctor encouraged. "Think about it: if something breaks once, isn't it more likely to break again?"

Charlie nodded, despite not catching the Doctor's drift.

"I guess it depends if it's been fixed properly or not."

"Yes," the Doctor agreed, raising an accusative finger. "And that's where the other interesting thing comes into play: nothing _was_ fixed."

"But then… how would the power come back on?" Charlie realised.

"How _did_ the power come back on? In my experience, the lights don't fix themselves," the Doctor continued. "But in almost all of those reports, everything was in prime working order by the time the engineer got there."

"That is weird," Simmons muttered.

"Incredibly so!" the Doctor exclaimed. " _I've_ never seen a power grid in perfect working condition."

"Hold on, you're saying that the power goes out, and then comes back on… a few minutes later, and everything's working better than it was before?" Charlie asked.

"Yes," the Doctor affirmed. "Mind you, there was one power cut that required one of your technicians to replace a fuse, which I imagine was a genuine power failure."

"And the rest?" enquired the professor.

"Not power failures at all," the Doctor conjectured.

"What are you suggesting?" the professor asked.

"Sabotage?" Simmons guessed.

"Quite possibly…" the Doctor mused, "But I'd like to take a closer look at one of the affected areas."

"You think this is the precursor to some kind of incursion?" the professor realised.

"Why not? It's happened before. And since," the Doctor suggested. "Ice Warriors. Cybermen. The moon's a perfect outpost for an assault on Earth."

"Not whilst we're here," Simmons stated.

"I shall put the base on yellow alert," the professor conceded.

"That'll certainly frighten them off," the Doctor muttered cynically.

The order rang out across the Moonbase, informing all personnel to be vigilant, and to immediately report any suspicious activity.

This was his first visit to a UNIT base, and Charlie had to admit that he was impressed by their efficiency. They didn't seem as careless and blundering as the Doctor had made them out to be.

"Professor!" called one of the operatives. He leapt up from his workstation, and rushed over.

"Yes?" The professor glowered over her spectacles at the young man.

"There's been another one. Power failure in sector seven."

"Have you sent an engineer?" Lakowsky asked.

"Yes, ma'am."

"Good. Make sure they're accompanied by armed guards."

The operative nodded eagerly, and returned to his computer.

"I'm going down there," the Doctor stated.

He was looking at the Professor, but he wasn't asking for her permission.

"Where exactly is sector seven?"

"I can show you," Simmons spoke up.

"Brilliant."

The Doctor strode out of the command centre, Charlie following behind him. Like an obedient puppy, he thought acerbically.

"Doctor Simmons?" Professor Lakowsky called, as the scientist turned to leave.

"Yes, professor?"

"Keep an eye on him."

Simmons nodded, with a smile, and dashed out of the door after the Doctor.


	3. Everything's Fine

Simmons led the Doctor and Charlie to the powerhouse of sector seven, somehow managing to keep up the Time Lord's speedy pace, whilst explaining one of her research discoveries to him.

The Moonbase was quite a large construction, and from what Charlie could gather, consisted of nine sectors, each branching out from the central command hub across the lunar surface. Some of the architecture was not consistent, and sector seven seemed a relatively recent addition to the Moonbase. It seemed a little more homely – if that was the right term. The floor was carpeted, rather than naked metal. There were less specialised laboratories. Instead: meeting rooms and lecture theatres. Perhaps UNIT had installed a training facility here for new recruits. It was an interesting idea, Charlie thought – imagine going to school on the moon!

Simmons eventually showed them into what was essentially a walk-in cupboard. The poky space was crammed with industrial-scale computers and generators, which all seemed to be humming and blinking satisfactorily. It seemed incredible that this tiny room was partially responsible for providing power for the whole sector.

There were two technicians examining the machinery; they had been accompanied by trio of guards wielding assault rifles, who were keeping a watchful eye from outside the room.

One of the technicians grunted in frustration, and threw down the electrodes, with which he had been tentatively prodding the terminals of the machine to take readings.

"I don't understand it," he whined, sharing a defeated look with his equally baffled colleague.

"Let me guess," the Doctor interjected, stepping forward and poking his nose at the machinery, "Everything's working fine – better, in fact."

The technician glanced up in astonishment. "Yes, that's right. But that's impossible."

"Nope," the Doctor countered. "It only _seems_ impossible for a tiny human pudding-brain like yours."

The technician's mouth fell open in affront. "I…" he gasped, scratching his balding head.

There was a sense of unease for every human in the room, who were all somewhat offended by the Doctor's remark.

The technician looked the Doctor up and down, as if trying to distinguish his qualifications from his appearance, and his eyes opened in sudden realisation.

"Oh, I see. You're the Doctor. I've 'eard about you," he muttered disapprovingly.

The Doctor flashed a confused grin, and quickly returned to his inspection of the machinery.

"He's changed a bit since I met him," Simmons whispered to Charlie.

"Has he?"

"Yes. He never used to be _this_ rude."

To the horror of the technicians, the Doctor began to pull thick tangles of wires from the computers, and left them trailing across the floor.

Charlie and Simmons shared a startled look, but they let the Doctor get on with his mutilation of the machinery. They both knew him well enough not to interfere when he was being 'clever'.

"This is impressive," the Doctor admitted, examining readings from the sonic screwdriver.

Charlie stepped forward, and peered into the jumble of cables and circuit boards.

"What is?"

The Doctor removed a chip from the computer, the size of a postage stamp, and held it up under the harsh strip lighting.

"These microprocessors are far faster than they should be. Humanity isn't capable of configuring technology this powerful for at least another two decades."

"What are you saying?" asked Charlie. "That this is from the future?"

The Doctor shook his head. "No, not at all. This is contemporary. But it's been altered, and pushed to perform beyond its original capabilities."

"So it isn't an act of sabotage, then?" construed Simmons.

"I don't know," the Doctor growled. "But I have a suspicion that the entirety of the Moonbase's systems are being tampered with, and rewired, bit by bit."

"So someone, or something, is taking over the base?" concluded Charlie.

"Yes. Quite an efficient takeover, too," appraised the Doctor.

"Doctor?" asked Simmons.

"Yes?"

"If the base's being taken over, as you say, then what about life support? What if that's been affected, too?"

The Doctor pointed at her, his lower lip curling between his teeth in an acknowledgement of Simmons' sensible suggestion.

"I'll take a look at it, but we'll just have to hope that whoever is responsible also needs life support," he answered.

"And if they don't?" asked Charlie, instantly regretting his decision to speak. He wasn't sure he wanted to know the answer.

"Then we pray they want to keep us alive," the Doctor said simply.

Charlie felt cold, all of a sudden. Being in a building, isolated on the surface of the moon – where there was no oxygen – felt incredibly vulnerable and claustrophobic.

"Doctor," called one of the security guards, "we've found something."

Without a moment's hesitation, the Doctor dashed out of the room to investigate. Charlie barely had time to register his movement before darting after him.

The three guards were hovering in the doorway to a nearby storeroom, shining torches into the darkness. They seemed a little apprehensive, and gladly stepped out of the way to allow the Doctor through.

The first thing that struck Charlie was the stench.

There was something decaying in here; the smell forced its way down his nose and throat, and Charlie had to fight the impulse to retch.

There were rotting carcasses of meat splayed across the floor, the flesh charred and corroded; the remaining flaps of blood-red skin sagging over the ribcages.

As Charlie inched closer, he realised he could make out some of the features of one of the carcasses. The creatures were warped; heavily disfigured by swollen, black pustules. But beneath the distorted, decomposing matter – a face. A human face. They were people.

Charlie backed up against the wall, a feeling of nausea sweeping over him once again, as his knees threatened to buckle.

They had been burned, and mutilated. Their internal organs were no longer recognisable. Whatever was left of them was oozing out into a puddle on the floor.

"Oh my god…" gasped Simmons.

"What happened here?" the Doctor demanded.

The stony faced sergeant shook his head. "I don't know. We just found them like that. It looks like some kind of… acid attack."

The Doctor crouched down carefully beside the bodies, studying the remains with lurid fascination.

"No…" he breathed. "It's like they've been dissolved… digested."

"What could have done this?" asked Simmons, who was keeping remarkably cool, despite the dreadful scene presented to her.

The Doctor looked up at her, clueless as to an explanation.

"What do you think, Charlie?" the Doctor asked, casting a sorrowful glance over the corpses.

"I don't know," Charlie grunted. "I do know that I'm… very probably going to be sick."

The Doctor glanced over at Charlie, and leapt up when he caught sight of the boy's pallid demeanour.

Charlie almost heaved, and desperately fought against a burning sensation, clawing at the back of his throat. He quickly placed his fist over his mouth in anguish, and struggled for a breath. However, the unpleasant stench filled his lungs once more – making things much worse.

"Ah…" the Doctor shook his head, grounding his thoughts. "Sorry, Charlie, I forgot. Perhaps it would be best if you, uh… went back to the command centre."

Charlie staggered out of the room, grasping the doorframe for balance.

"Could someone take him?" the Doctor asked, glaring at the security guards.

"I'm pretty sure I can find my own way back," Charlie protested.

"I don't doubt that. But I do, however, doubt you can defend yourself against whatever is capable of _this_." The Doctor gestured towards the liquefied bodies, and Charlie was forced to agree.

The soldiers exchanged glances, and Charlie was pretty sure they were silently deciding who would be burdened with babysitting the kid.

The youngest of the three men volunteered, and clapped Charlie on the shoulder. He did not, at least, seem too keen to hang around here.

The Doctor waited until they had gone, before conducting a brief autopsy.

"Did you say… digested?" asked Simmons, crossing her arms, and leaning closer.

"It certainly seems that way," the Doctor replied, gesturing towards a cluster of boils and blisters seeping yellow pus. "Digested externally, and then consumed."

"They were eaten?" the sergeant asked.

"Yes," the Doctor replied tersely.

"So we're under attack from aliens that eat people?" he continued.

"That is the _obvious_ conclusion," the Doctor grumbled, shooting the sergeant an irritated glare.

"Then…" the sergeant began.

"May I borrow your bayonet?" the Doctor interrupted him, thrusting out his palm.

The sergeant passed the blade to the Doctor, with an air of mistrust.

The Doctor prodded the viscous pus dripping from one of the carcasses, and scooped up a globule on the end of the bayonet. He sniffed the substance, and recoiled sharply from its foul tang.

"This is unusual," the Doctor commented.

He peered up at Simmons. She seemed equally intrigued by the foreign substance.

"I'd like to run some tests on this," the Doctor muttered.

"Then we can take it back to the lab," Simmons responded enthusiastically, producing a test tube from her lab coat.

The Doctor was impressed by her resourcefulness, and spooned the cloudy fluid into the tube.

"Be careful with that," the Doctor warned her, as she placed a stopper on the glass phial.

Simmons cast a nervous glance over at the corpses.

"Oh yes, I will."

The Doctor returned the bayonet, wiping the blade clean on the sleeve of the sergeant's jacket, before handing it back to him. The sergeant accepted the blade, a grimace of disgust slipping past his stony features.

The Doctor stood up, wiping his hands on his lapels, and cast another remorseful glance over the room, before stepped outside.

"You," the Doctor expostulated suddenly, whirling round, and pointing at the sergeant. "Stay on your guard here. The assailants can't have gone far. Oh, and, uh…" the Doctor pointed back into the room.

The sergeant seemed to understand the Doctor's drift, and quickly responded: "Don't worry, sir, I'll clean up this mess."

"Mess?" questioned the Doctor, with an admonishing tone. "That's not the word I would have chosen, sergeant…" the Doctor checked the soldier's uniform for his name.

"Kiefer, sir."

"Sergeant Kiefer," the Doctor repeated, pointedly pronouncing each syllable with quiet fury.

The Doctor and the sergeant stared at each other icily for a moment, before the Doctor spoke again.

"Those people died. And – oh!" the Doctor pulled at his hair in frustration. "It's moments like this when I _hate_ being so clever." He rounded on the sergeant, his eyes both intimidating and pleading with him. "I can tell from those burns that they died in agony. They were probably still conscious as they were being digested. Doesn't that bother you? It bothers me."

Kiefer's face remained passive, as he listened to the Doctor's vexation.

"It's certainly very tragic, sir. But it is… an occupational hazard."

The Doctor narrowed his eyes, disbelieving of the sergeant's response.

"Occupational…?"

"We _are_ trained to deal with these kinds of events," the sergeant continued.

The Doctor stopped listening to Sergeant Kiefer, and turned his back on him, with a growl of _'soldiers…'_

Simmons regarded the Doctor attentively, a little unsure what to make of his reaction.

"Where's this laboratory?" the Doctor asked.

"It's not far," Simmons quickly replied.

"Good," the Doctor grunted, storming off down the corridor.


	4. The Seeds of Doubt

Charlie walked alongside the security guard, deep in his thoughts, but unable to shake the image of the bodies from his mind. He couldn't even be sure how many people there had been.

The soldier – who had introduced himself as Private Lazarov – kept glancing across at him, probably trying to discern what he was thinking.

"You okay?" he asked, after a couple of minutes.

Charlie nodded. "Yes."

He looked up at Lazarov. He was a fairly attractive man, in his late twenties. Quite well built. Muscular. He probably worked out a lot. Dirty blond hair – cropped short, but kept quite long for a military man.

"Are you sure? You still look a bit pale."

"Yes, I'm sure," Charlie snapped back.

Lazarov shrugged. "Hey, I'm only asking."

Charlie was about to lash out with another retort, but held his tongue.

"What's it to you?" he asked instead.

Lazarov stared at the floor for a second, before answering.

"My kid brother's about your age. He had this look about him when he was upset but didn't want to tell anyone."

Charlie gritted his teeth. He wasn't upset, and he certainly didn't like anyone telling him otherwise.

"It's… just something the Doctor said," Charlie muttered, trying to answer as succinctly as possible, so Lazarov would stop interrogating him.

Lazarov nodded thoughtfully.

"Things the Doctor says should never be taken at face value," he advised. "Always be critical. Be sure to question everything."

Charlie frowned. It seemed that everyone on the Moonbase knew more about the Doctor than he did.

"Have you met him before?" he asked.

"No," Lazarov admitted. "This is all stuff I was briefed on when I joined UNIT."

"I see," Charlie uttered. "Are you briefed on how to handle his _'companions'_ as well?"

Charlie spat 'companions' with such contempt that Lazarov raised his eyebrows in astonishment.

"Yeah!" he exclaimed. "We're not supposed to flirt with them."

"What?" Charlie murmured in surprise.

Lazarov smirked, and gave Charlie a sly wink.

Charlie was taken aback, and flushed visibly crimson.

"I'm only messing," Lazarov said. "Although my CO strongly advised against it. Claims he was slapped by Jo Grant! Never shut up about it."

"Who?"

Lazarov scratched the back of his head. "I don't actually know. Someone who used to travel with the Doctor, I reckon."

"Oh."

Another one. Another old friend of the Doctor. A constant reminder that he was not the first – and he wouldn't be the last. He wasn't special.

"That reminds me: how come you're travelling with him? How did that come about?"

Charlie shrugged. "Monster nearly killed me. I met the Doctor, and then he said I could travel with him."

Lazarov nodded.

Charlie frowned. Private Lazarov seemed to be silently judging his tale.

"What?" he challenged the UNIT soldier. "You don't think I should travel with him?"

Lazarov shrugged. "Not really for me to say."

"Do you think I'm not good enough? Not as good as all the other companions?" Charlie asked contemptuously.

However, he genuinely meant it. Why had the Doctor taken _him_?

"No, it's not that. It's because it's really dangerous being around him," Lazarov explained. "People die."

Charlie dropped his attack, and with some disheartening reflection, realised that Lazarov was right. He and the Doctor had been in certain peril in some form or another ever since he had left.

"You might feel safe travelling with him," Lazarov continued. "Maybe you get off on the excitement of living on the edge."

Charlie shook his head in protest, but didn't get a chance to speak.

"Just don't forget that it's real," Lazarov urged. "And you've got people back home who probably don't even know you're gone. I'd be devastated if my kid brother vanished one day and never came back."

Charlie immediately thought of his mum. She would still have no idea where he was. However, time was relative, the Doctor assured him. He'd promised to take him back just moments after he'd left. No-one would notice that he'd been away.

But what if Lazarov was right? What if he never made it back? His mum would never know what had happened to him.

Charlie shook his head clear of his train of thought. Lazarov was guilt-tripping him. It was a technique he'd become aware of his therapist using.

They approached the familiar doorway leading back to the command centre. Lazarov halted in the corridor.

He gestured over his shoulder with his thumb. "I'm due to go off duty, now. The command centre's just through there. All right?"

He pointed Charlie in the right direction.

"Yeah. Thanks."

Lazarov gave him a reassuring nod, and disappeared back down the corridor.

Charlie stared at the doors, and ventured towards them. Hesitant, he stopped, and shook his head. He didn't want to go back into the bustling office. He wanted somewhere quieter – where he could clear his head. Charlie instead wandered further down the corridor.

* * *

The Doctor pushed his way into the lab, pausing only to glance at the letters engraved on the glass: The Elizabeth Shaw Laboratory.

The Doctor grinned back at Simmons, pointing ecstatically at the words.

"How is Liz?" he asked.

"Oh, well, I think. She's back on Earth now. She moved on from her post on the Moonbase about a year ago."

"Did she? I lose track. Did you get on well with her?"

"Oh yes. She was something of a mentor to me," Simmons answered with a smile, "An excellent dancer, too."

The Doctor nodded. "So I've heard."

Simmons retrieved the test tube from her coat, and placed it in a rack in the centre of a workbench.

The Doctor sat down at a microscope, and immediately set to work, extracting a sample of the gelatinous fluid with a pipette.

"She was one of the people who founded the Moonbase," continued Simmons. "Originally, it was going to be a military base, but she convinced UNIT HQ to redesign it, and build a research facility instead."

"Very wise," the Doctor commented.

"And because it's away from Earth, it's perfect for more… uncertain experiments. No prying eyes. No civilians."

"That seems logical."

"They named this lab in her honour."

"Very nice. She must have been proud."

Simmons smiled politely, and the Doctor glared at her for a moment.

"No, hang on. No, who am I kidding? I bet she kicked up a fuss," the Doctor rectified his assertion with a smirk, silently reminiscing about their adventures together.

The Doctor peered into the microscope, his eyebrows curling around the eyepieces in fascination.

He beckoned Simmons over, and vacated his seat.

"What do you think of this?" he asked.

Simmons gazed into the microscope, and observed the minute motion of barely visible cells.

"Some kind of virus, perhaps?"

"It's venom," the Doctor stated.

Simmons looked up at him.

"That was very quick."

The Doctor shrugged. "I've had a lot of experience."

Simmons returned her focus to the microscope.

"Its chemical structure does remind me of the venom used by some kind of… _elapid_."

The Doctor frowned, impressed. "We haven't got a couple of death adders on the loose have we?"

"I hope not. Snakes are ranked number two on my list of least favourite creatures. Native to Earth, that is." Simmons muttered.

"What's number one?" the Doctor enquired.

"Oh. My. God…" came a cry from the doorway, cutting short the Doctor's train of thought.

A young Indian woman, about the same age as Simmons, stood stunned in the open doorway.

Wide eyed, she pointed at the Doctor.

"It's the Doctor? In _our_ lab?"

The Doctor smiled politely, and returned to the venom samples.

"Why didn't you tell me?!" she exclaimed.

"We were busy," Simmons replied.

"I heard the yellow alert, but I mean… come on! It's the Doctor!" she cried, gesturing towards him again.

"Hello," the Doctor uttered, his eyes glued to his microscope.

"Oh," realised Simmons, introducing her friend. "This is Anita. She's my lab partner."

The Doctor looked up. Well, she was clearly a scientist, the Doctor thought, noticing Anita's white lab coat, covering up a colourfully striped blouse.

"She's the finest brain on the Moonbase when it comes to chemical engineering," Simmons added.

Anita flushed somewhat. "Well, I'm not bad."

"Excellent. Three heads are better than one," the Doctor exclaimed.

"Unless you're one person, of course," he added thoughtfully. "Then things get rather complicated…"

"We're just taking a look at these venom samples," Simmons explained.

Anita's excitement was swiftly placed aside, replaced with a more professional demeanour, and she rushed over, examining the slide under the microscope.

"It's alien, then," Anita concluded, after a few seconds of scrutiny. "I've never seen anything like it before. What do you know about it?"

"We think it's the venom of a creature that's managed to infiltrate the base," Simmons replied.

"Worrying," Anita commented.

"It's a cocktail of neurotoxins and digestive enzymes," the Doctor stated.

"Dissolves living tissue," Simmons added. "If you're injected with this stuff, it's not pretty."

"We're looking for a creature that digests its prey _before_ eating it," the Doctor established.

"That's disgusting," Anita remarked.

"Extremely painful death. All over in less than sixty seconds," the Doctor growled. "Your soldiers don't stand a chance."

"We need to find an antitoxin," Simmons decided.

"Sounds like a challenge." Anita grabbed a pen and notepad, the excitement audible in her voice.

The Doctor grinned, and they set to work.

* * *

Charlie stepped into the observation deck. At least, that's what the sign on the door informed him.

There was no-one else in sight, and the atmosphere was much cooler in here. It gave him space to think.

One of the walls was dominated by a series of thick windows, stretching from the floor to the ceiling. And beyond those windows… the dusty lunar surface, bathed in the shimmering Earthlight. Sprawling out to the left and right, were two arms of the Moonbase. They dipped over the edge of a vast crater, at the centre of which, a small drill had been set up. Perhaps one of UNIT's research operations?

Although Charlie could see all of this from the observation deck, he didn't really pay it any attention. He was upset, and angry.

As he gazed up at the great blue planet in the space above him, he knew why.

The Doctor had lied to him. He had lied about the date; said they were in his future, not his past. Why would he lie? What did the Doctor know?

There was no way he knew about _that_ … was there?

He rested his forehead against the glass, feeling thoroughly downcast, and stared at his home. His breath clouded the window, obscuring his reflection.

He must be down there, somewhere, Charlie realised. If this was the past, then he'd be there.

Suddenly, he felt quite homesick, and yearned to be back there.

Sighing, he pulled his phone out of his pocket. He had a full signal. On the moon?

But of course – the Doctor had upgraded his phone so that it could make calls from anywhere in time and space: something called 'universal roaming'.

His heart skipped a beat, as a thought struck him. There was someone he wanted to call.

He speedily dialled a number – his fingers a blur over the screen. He let it ring for what felt like an eternity. The dialling tone purred into his ear.

His heart thumped, anticipating an answer, albeit a rather confused one. If there was just the slightest chance he could…

" _We're sorry. You have reached a number that has been disconnected, or is no longer in service._ "

Charlie hung up, and cursed. Cursed the Doctor's tampering with his phone. Cursed his life. Cursed the false hope the Doctor had given him, and subsequently wrenched away.

Charlie swore as loud as he dared, and tossed his phone aside. He didn't see where it landed, and frankly, didn't care.

He was furious.

He roared a primal, guttural roar, and unleashed his anger against the glass, smashing his fist against it, again, and again, until his hand began to sting.

What if the glass broke? That tiny, worried voice spoke up.

 _Don't be stupid._ Of course it wouldn't break. It was military grade tempered glass – the only barrier between a functioning air supply and the vacuum of space. There was no way he could even so much as chip it with only his bare hands.

Finally, he gave in, sinking to a heap on the harsh metal floor.

He tried to stop himself, but he couldn't hold back the flood of tears that began to roll down his cheeks.

Charlie curled up, clawing at his head as his chest convulsed uncontrollably.

He lay there, quivering and sobbing for what must have been ten minutes. Ten minutes of hell, drowning in anguish, burning in hopelessness.

As his torment subsided, he felt his despair ebb away, leaving emptiness. A dull, numbing nothingness.

What if the Doctor had seen him like this? The thought popped into his mind.

 _Shut up._ He cursed himself.

The Doctor would be disappointed to have a friend like him, stupid and weak. Who was Charlie Drake compared to all those other companions?

Why the hell did the Doctor even want him around?

 _Did he?_ The voice taunted him once more. _Did he really? Maybe he secretly hates you. You're only travelling with him because he has no choice. He doesn't want you in the TARDIS._

Charlie groaned, burying his head in his arms.

* * *

 **Author's Notes  
**

 **Yeah, so Charlie's not having the best of days, is he?**

 **The Doctor's coming across as this all-important mystical man who knows everything. Almost everyone on the Moonbase knows who he is - and quite a few of them practically revere him. And to top it all off, he's beginning to realise that he's just the latest in a long line of people who have travelled with the Doctor. It's no wonder he's feeling a little insignificant.**

 **Speaking of companions - I couldn't have a UNIT story without mentioning a few of the Doctor's old friends, now, could I?**


	5. Careless Observation

"Progress?" asked the Doctor, twisting away from his workbench. "Anything at all?"

"Some," Simmons muttered. "But we can't be sure if anything will be effective without properly testing it in the correct conditions."

"We don't really have the time for that," the Doctor grumbled.

"Bit of a long shot…" began Anita, pushing her protective goggles over her forehead, "If it comes to it, could we use these creatures' venom against them?"

"Mostly likely not," answered the Doctor. "Most creatures tend to be immune to their own venom, for obvious reasons. But not a bad suggestion. I just hope it doesn't come to that sort of military thinking."

Anita nodded, the dimples in her cheek accentuating her dismay.

"Doctor?" Professor Lakowsky's voice burst through the intercom.

"Professor!" the Doctor responded brightly.

"I thought it would be best to keep you notified. We're experiencing more power failures, this time in sectors three and six."

"I'll be right up," the Doctor promised.

"How's Charlie?" he asked, as an afterthought. "Feeling better?"

There was silence for a moment.

The Doctor frowned, glaring at the speaker panel on the wall.

"I thought he was with you…" Lakowsky muttered.

Simmons and Anita immediately stopped what they were working on. The Doctor's face told them everything. He was furious.

"What?" the Doctor snapped. "You let a seventeen year old wander about on a military base that's probably under attack? Are you all _idiots?_ "

Lakowsky mumbled something, and switched off the intercom.

The Doctor turned to Simmons for help. "Where would he have gone?"

Simmons hurriedly made a suggestion. "Personnel lounge? There's one near the command centre."

The Doctor raised an eyebrow.

"Somewhere quieter?"

Simmons shook her head, unsure.

"The VR deck?" Anita offered.

"VR deck?" the Doctor questioned. "…No. Don't you have a library, or anything?"

"No, sadly," Anita acknowledged.

Simmons snapped her fingers. "Observation deck."

"Observation deck!" the Doctor concurred, rising from his stool.

"No one ever goes in there," Anita added.

"Perfect."

The Doctor raced towards the door.

"You two keep going. I'll be back as soon as I can."

Simmons chewed her lip, and shot an anxious glance at Anita.

* * *

Lazarov yawned, and stretched, tossing his cap onto the bunk above his.

He lay down on his own bed, deciding to take twenty minutes to nap, before maybe going to get something to eat from the canteen.

He stared up at the squeaking metal rungs supporting the mattress above him, and sighed.

No, he was kidding himself if he thought he'd be able to get to sleep now.

He knew that joining the military would be dangerous, but he'd never expected this. He'd been quickly assigned to UNIT, an organisation he'd never heard of until his papers came through.

He'd never expected a transfer to the moon. He'd never expected aliens, and he'd never expected to actually encounter the legendary Doctor himself.

And the worst part was that he wasn't allowed to tell anyone outside of UNIT what he did. Not even his younger brother, Francisco, who always eagerly awaited stories of his tours of duty 'abroad'.

He wondered how long it would be before he would get the chance to go home on leave. Just a couple of months, hopefully.

He heard a scratching noise at the foot of his bunk – like metal grinding against metal.

He sat up, glancing around. There was no-one else in the room with him. The other men with whom he shared sleeping quarters were still on duty. But he wouldn't put it past one of them to be messing with him.

Still, there was no harm in being cautious, so he pulled a knife out of his combats. He'd seen enough training videos to know that hearing a noise in the dark when you're alone in a room probably _isn't_ one of your mates pulling a prank.

"Hello?" he called anyway, "Is someone there?"

He heard a scuttling, like a cluster of mice darting across the flooring. The sound disappeared – beneath his bunk. He was sure of it.

He leaned over, the blood rushing to his ears, and peered into the darkness beneath the bed. He couldn't make anything out, but it felt like there was something there. A presence, watching him.

Lazarov reached underneath, brandishing the blade, but came into contact with nothing but thin air.

He was about to pull himself back onto the bed when he felt a prickling sensation on the back of his neck.

He froze, in shock. Something was pushing his neck, restraining him against his duvet.

Slowly, the thing withdrew the pressure on his body, peeling away like velcro.

Lazarov turned slowly around, facing the creature, and yelped in surprise when it lunged at him.

* * *

Charlie massaged his temples, as he felt a sense of balance return to his head.

The room stopped spinning, and he finally gathered the strength to stand.

The door hissed open, and Charlie whirled round in alarm.

It was the Doctor. He looked rather harassed – wide eyed and frowny-faced. Eyebrows working overtime.

"Charlie. There you are. You weren't in the command centre." His tone was terse, but he didn't seem angry.

Charlie shook his head.

"Yeah, sorry. I just needed some space," he stammered groggily.

The Doctor nodded, glancing around the Observation Deck, before ambling over to stare out of the windows with him. "Well, you can see plenty of it from here."

Charlie nodded, the centre of his chest leaden.

He wondered why the Doctor was taking the time to stand next to him, staring up at the Earth.

"Are you all right?" the Doctor asked after a while.

"Yeah, I'm fine," Charlie managed. He caught his reflection in the glass. There were large blotches of red trailing beneath his eyes, which threatened to reveal otherwise. The sight of it filled him with disgust, and he avoided his own gaze.

Charlie rubbed his eyes, pretending he was just tired.

The Doctor regarded him for a moment, his eyes narrowing.

He was suspicious. The Doctor didn't believe him. The Doctor didn't trust him.

"You're feeling better? You're not still… upset?" the Doctor probed.

 _Upset_. He hated the word _upset_.

"No. I wasn't _upset_ ," Charlie replied quickly, trying to suppress the bitterness he felt surging through him.

"Uh…" the Doctor warily approached the region of a sensitive conversation. It wasn't one of his specialties. "It's a perfectly normal human reaction when you see a body like that. Frankly, I'd be concerned if you _weren't_ upset."

"Oh. Yeah, I guess," Charlie muttered. He'd forgotten about that.

"I never mean for you to see those things," the Doctor spoke a little remorsefully.

"It's not your fault," Charlie said quietly.

The Doctor didn't even acknowledge him. He just stared at Charlie's shoulder. The Doctor's brow twinged.

It took Charlie a second to realise that the Doctor was looking past him, not at him. He twisted round, and accompanied by a broiling in his stomach, spotted his phone, the screen shattered like a glittering spider's web.

The Doctor stepped around him, and picked it up.

"This is yours, isn't it?"

"Oh. Yes. I must have… dropped it," Charlie muttered, vividly recalling his rage. It wasn't a very convincing assertion, he was forced to admit.

"It's broken," the Doctor observed, turning it over, examining the back.

"Oh," Charlie grunted.

The Doctor pulled out the sonic screwdriver, and aimed it at the phone.

What was he doing? Charlie was aware that the Doctor might be able to access the call history with the sonic.

Charlie watched, as the cracks welled up with a viscous liquid, stitching the screen back together. Within seconds, the phone looked brand new.

"There, fixed," the Doctor exclaimed perkily, slapping the device back into Charlie's palm.

"Better than it was…" the Doctor added pensively.

"Thanks…"

The strip lights in the observation deck flickered, and died, plunging them into semi-darkness.

The Doctor grunted. "Hmm… that can't be good."

* * *

 **Author's Notes**

Yes, we've finally reached the moment that was spoiled for the Doctor by Kate Stewart in _Lucid Dreams_. A room on the Moonbase with the windows…?

The paradox has been resolved. Their timeline is no longer fixed… now, anything could happen. Will the Doctor's tests be in vain?


	6. Losing Control

The Doctor glanced at the other sectors of the Moonbase through the windows, almost pressing his nose against the glass, and concluded that the lights had been cut there, too.

"What's happened?" Charlie asked, fighting to concentrate through a feeling of wooziness.

"The power's been cut. And if I'm not wrong, it's happened all across the Moonbase."

The Doctor dashed over to the door, the sonic screwdriver blazing.

"It's not opening!" the Doctor declared.

"If the power's gone, can't you just push it open?" Charlie suggested.

The Doctor grappled with the door, with no success.

"It's deadlocked. So the power _hasn't_ simply gone. The entire base has been… hacked!" the Doctor conjectured.

Less than a minute later, the lights blinked back on, and with a buzz, the power returned.

The Doctor hammered on the intercom panel.

"Professor?" he called.

The response was static. The Doctor frowned.

Charlie took a few deep breaths. What had happened? Were they still alive?

"Professor!" the Doctor yelled.

Professor Lakowsky's voice grunted through the speakers. "Yes, I heard you the first time. You'll have to forgive the delay – we _are_ a little busy. We've just had to restart the entire system. The whole base went down."

"Everything's back online now, isn't it?" the Doctor deduced. "Only, all your systems are running faster. Your computers are more efficient. Your coffee machines actually dispense what you asked for." The Doctor frowned. "Everything's working better than it was."

"It would seem so," Lakowsky conceded after a moment.

Charlie could hear the commotion, bordering on panic, coming from the operatives in the control room. He could hear Lakosky barking orders at them. As the Doctor had suggested, the voices were surprisingly clear.

"Put the base on red alert," the professor commanded. "What do you mean, you can't?"

"Ah," realised the Doctor. "I think it's safe to assume that the Moonbase is no longer under your control. Whatever's been causing those power failures has finally finished the job."

"If what you say is true, then the Earth could be in grave danger," Lakowsky stated.

"We've lost contact with Earth, ma'am," an operative spoke up.

"Hmm," Lakowsky grunted.

Charlie could almost picture her nonplussed expression from here.

"Is the emergency defence system still operational?" she enquired.

"Not sure, ma'am."

"Emergency defence system?" queried the Doctor. "Oh, you don't mean…"

"What?" Charlie asked.

"This is what I hate about military organisations," the Doctor grumbled. "I'll wager there's a nuclear warhead buried beneath the Moonbase, ready to blow us into atoms, to 'stop the base from falling into enemy hands'."

"What!" uttered Charlie. "Nuclear…?"

"It's a last resort," interjected Lakowsky.

"Why should it be any sort of resort?" the Doctor complained. "You're not blowing up the base!"

"Just sitting underneath us…?" continued Charlie, his imagination racing away with the thought of what could happen at any moment.

"We still can't re-establish contact with sector three," another voice informed them. "Absolutely no response."

"Sector three?" mused the Doctor. "How far away is that?"

"If you're thinking of going down there, you're not going unaccompanied," Lakowsky warned.

"I've got Charlie," the Doctor grinned.

"That's not what I meant."

"Right!" declared the Doctor, clapping his hands. "Then I want a security detail."

He turned to Charlie, and shrugged. "Whatever that means."

Charlie smirked and nodded, the sense of panic at the thought of a nuclear warhead suddenly going off… lifting slightly.

"Oh, and make sure you send Lieutenant Shah," the Doctor added.

"Why?" queried the professor.

"He has more brain cells than the others," the Doctor stated, as if that were obvious.

The professor sighed. "Yes, very well."

"Excellent. Let's go!" the Doctor cried, bounding through the doorway.

* * *

"You'll have to bear with us. We've just had to reboot the system," the nurse replied politely, as Private Lazarov lowered himself into a chair in the med-bay.

Lazarov rubbed his pounding ear, as the nurse bundled some remote controls into a drawer.

"We completely lost all power to our equipment. And the lights went out, so I stubbed my little toe," the nurse griped.

Lazarov nodded. The noise, like newspapers being crumpled, amplified from the other end of a tunnel, growing in his ear.

"What seems to be the problem?"

"Well," Lazarov began, "I was attacked in my quarters."

"Oh?"

"I didn't get a chance to see what it was. I've reported it to my CO, but there's no sign of it."

He rubbed his ear again. It was really starting to ache.

"Anyway, the thing attacked me. I don't know if it bit me or something. But now it feels like my ear's blocked. It's like there's a… a shuffling noise? Thought I'd better get it checked out."

"I'll take a look," the nurse offered, locating a torch, and began examining her patient.

* * *

Simmons hammered on the instrument panel. It still refused to work.

If she couldn't restart it, there would be no way for them to perform a simulation, showing the effects of their antitoxin on the human body. So far, they had produced a few samples, currently stored in a test tube rack on the workspace the Doctor had been sitting at. Whether any of the antitoxins would be effective was an entirely different matter. That's what they needed the machine to confirm.

"Oh, come on!" she urged, resetting the switches again.

Anita glanced over, amidst flicking through some scribblings in her notepad.

"There's something wrong with this," Simmons grumbled, grinding her teeth.

"I would call a technician," Anita suggested, "but we've just had a comm saying the base is on red alert. Only the red alert isn't actually working."

"Everything else is working fine. I wonder if it's one of the circuit breakers," Simmons muttered. "Must have cut when the power went out."

"Not that _you'd_ ever ask for a technician's help," Anita admitted, chewing thoughtfully on her pen.

Simmons grappled with the panel, and dislodged it from the casing. There was something very odd about it. It didn't feel like metal, or plastic. The panel was soft, smooth – like silk, or nylon.

Simmons frowned. It was warm, and she could feel it undulating under her fingers.

"There's something…" Simmons announced aloud.

Anita looked over.

"Just give it a yank," she offered with a shrug.

"I don't think that will help," Simmons grunted, tugging at the panel.

The panel resisted, and Simmons took a step back. She felt an unusual pulse through the surface of the machine, and immediately let go, staring at the glowing circuits in mystification.

The instrument panel was still lodged in the machine, suspended by a mass of bristling cables.

Simmons gulped, watching in amazement, as the panel began to wriggle by itself. It nuzzled its way out of the machine, and two thick, hairy legs unfurled from the darkness.

There was a large, quivering body living in the machine.

"Oh my god…" muttered Anita. Simmons backed away, her voice trapped.

There were not just two legs, but three… four… tentatively resting against the machine, searching for a purchase. The thing heaved itself through the rectangular gap, reaching out with more of its legs.

Simmons gaped at it. The sight of the thing made her skin crawl.

The creature backed out of the hole carved in the metal, and scuttled up the wall. It twisted round, glaring at her with numerous, glistening black eyes.

She realised in horror that she had just been grappling with the abdomen of a huge arachnid, larger than her head. It had the intricate pattern of the circuit board etched into its bulbous rear, perfectly blending with the lab equipment.

"That's been in there…" Anita gasped.

Simmons couldn't hold back any longer, and she screamed.

* * *

 **Author's Notes**

 ** **They're in your homes! They're in your computers! They're hiding inside the cardboard tubes in toilet rolls! Spiders - they're everywhere!****

 ** _That_ arachnid was inspired by the Ravine Trapdoor Spider, which has a rather cunning way of concealing itself. If you're interested, you might want to check it out.**

 **Then again, you might not…**

* * *

 **Oh yeah, so spiders just happen to be number one on Simmons' list of least favourite creatures (native to Earth). What were the chances…?**


	7. Cobwebs

Simmons could not believe what she had just witnessed: an enormous arachnid had just prised itself out of a control panel. Her palms were prickling where she had unwittingly touched the creature.

The spider quivered, its forelegs twitching in surprise. It clearly didn't enjoy Simmons' hundred decibel scream. The moment it recovered, it crawled up onto the ceiling, and darted across the room.

Simmons was frozen to the spot. She could see that the… _thing_ was heading for the Doctor's workspace – and the antitoxins.

"It's…"

The spider dabbed the ceiling with its rear, and bungeed towards the workbench on a thin strand of silver thread.

"No. Nope! No you don't," squealed Anita, lunging for the test tubes before the spider could get to them.

"What are you doing?" Simmons screeched.

Anita leapt back, as the spider crashed onto the table, knocking a microscope to the floor.

"That's… that's…" Simmons babbled, terrified.

The spider coiled back, and pounced.

Anita ducked, the test tubes held close to her chest, and the spider sailed over her head, landing on the far wall.

"We need to get out of here!" Anita yelled, grabbing Simmons' arm, and dragging her towards the door.

The spider scuttled onto the ceiling again, and raced them to the door.

Simmons and Anita were scared out of their wits, and thus beat the spider to the exit, but only just.

Anita jabbed the control panel next to the door, and sealed the room.

The arachnid's glinting black eyes regarded them through the frosted glass, its feelers rubbing uselessly against the door.

"Fortunately, spiders have not yet mastered the ability to open doors," Anita whispered.

"We need to get to another lab…" Simmons croaked, feeling nauseous after the surge of adrenalin.

"The med-bay," Anita declared, pulling Simmons away from the door – to which she offered no objection. The more distance she could put between herself and that thing, the better.

* * *

The Doctor and Charlie were running down the Moonbase's maze of corridors, accompanied by half a dozen armed soldiers, including Lieutenant Shah, who was bringing up the rear.

They stopped short of the main entrance to sector three. The soldiers looked to the Doctor in bewilderment.

The corridor was blocked. A huge mass of cobwebs were strung from wall to wall, completely obscuring their path. The webs were so tightly tangled together, it was impossible to see through it.

One of the soldiers approached it, but the Doctor held him back.

"No," he warned, "Don't touch it."

"How do we get through?" Shah asked, casting an uncertain glance over the thick barrier.

"Is there any other way around?" Charlie suggested.

"There are other entrances…" Shah began.

"But I imagine the creator of this web would have covered all the entrances," the Doctor interrupted. "Quite frankly, I'd be offended if they hadn't considered that."

"So there's no way in?" Charlie asked.

"Whatever it is… is determined to keep us out of sector three," the Doctor mused. "So that's _exactly_ why I want to get in…"

He ventured forwards, leaving Charlie and Lieutenant Shah sharing a look of confusion.

"The insatiable itch…" the Doctor mumbled, drawing a stick from his pocket, and advancing on the mass of cobwebs.

He prodded the webs, and quickly withdrew. However, the stick refused to budge – the web was too sticky – and slid out of the Doctor's hand. It swung down, glued to the web.

The Doctor made to retrieve his stick, but thought better of it.

"Oh. Never mind. It's quite a lot stronger than I thought," the Doctor informed them.

"Will our weapons be effective against it?" Shah asked.

The Doctor turned to him, surprised, and a little disappointed.

"Oh yes, shoot at it! Blow it up! Go crazy!" the Doctor grumbled. "It won't work."

Still, the Doctor moved out of the way, and Shah ordered his men to open fire.

A hail of bullets did nothing to dent the structure. The webs trembled slightly, but remained intact.

The soldiers lowered their assault rifles, and Shah rubbed his jaw sheepishly.

Charlie moved closer to examine the damage. The bullet tips were suspended exactly where they had struck; adhered to the webbing.

"There. Bulletproof," the Doctor muttered smugly. "Hate to say I told you so…"

"Then what do you suggest, Doctor?" Shah asked, a little irritably.

"I have a couple of ideas," offered the Doctor, "but I thought I'd see what Charlie has to say first."

Charlie, his ears pricking up at the mention of his name, twisted round.

Both the Doctor and Lieutenant Shah were glaring at him expectantly.

"Me?" he asked uncertainly.

The Doctor blinked. "Yes, you."

Charlie's brows twisted into an embarrassed frown. "I… I don't know. Maybe…"

He searched desperately for an idea. Searching through his – limited – experience of webs. A memory did strike him, however: one time when a group of mates were messing around with a garden spider, which had been desperately trying to repair its web.

"What about burning them?" he suggested. "It's bulletproof, but maybe it isn't fireproof."

The Doctor raised his eyebrows, nodding thoughtfully.

Charlie studied him. What was he about to suggest? That it was a stupid idea? That he was even more idiotic than the 'pudding-brains' surrounding them?

He fully expected the Doctor to shrug his suggestion off with a far better one, and begin humiliating him, as well.

The Doctor made a gesture towards the blocked corridor, and turned to the soldiers.

"Does anyone have a lighter?"

Charlie glanced down at his trainers. Maybe he was wrong before. His dark thoughts on the observation deck about the Doctor not really liking him seemed to hold no authority when actually standing next to the man in question. The Doctor's presence felt reassuring. Of course the Doctor cared – that's who he was. He cared about everyone.

The soldiers patted their pockets, and one of them produced a polished silver lighter, and offered it to the Doctor.

The Doctor seemed astonished, but accepted it regardless.

"Why do you have that?" he asked. "Do you go outside to smoke?"

The soldier opened his mouth to retort, but held his tongue.

Charlie shook his head, and smiled quietly to himself.

The Doctor crouched down beside the web, and ushered Charlie back, as he flicked the lighter's flame into life. He held the sonic screwdriver just behind the tiny, wavering flame. It erupted into a dragon's breath of fire, and the Doctor began to use his makeshift blowtorch on the cobwebs.

Within minutes, the fibres of the web began to smoulder, and eventually caught alight. The Doctor stood back, and watched as the fire spread through the cobwebs. As it burned, the strands snapped, hissing and fizzling, as if provoked by a chemical reaction.

Before the fireworks were over, Shah's personal radio crackled with a message from the command centre.

Shah plucked the radio from his chest, and passed it to the Doctor.

"It's for you."

The Doctor grabbed it, as Professor Lakowsky's voice came through.

"Doctor?"

"Yep?"

"The creatures are beginning to show themselves," The professor informed him. "We've had a number of sightings across the base. Doctor Simmons has just reported that she was attacked by one in her laboratory."

"Simmons? Is she alright?" the Doctor asked.

"I believe so."

"Great. So what are we dealing with? Have you been able to identify them?"

"No idea."

The Doctor rolled his eyes.

"Well, can you patch me through to Simmons?"

"Mm-hmm," the professor affirmed. "She's on route to the med-bay. We can contact her in one of the corridor intersections."

There were a few voices, as Lakowsky conferred with the operatives in the command centre.

"Doctor Simmons?"

"Yes?" Simmons' nearly breathless voice responded a few moments later.

"Emily!" the Doctor interjected.

"Doctor?" Simmons cried, "We've just escaped the lab. It was _horrible_."

"What about the antitoxin?" the Doctor asked.

"Anita and I managed to grab the samples we'd synthesised before we got out," Simmons answered.

"Well, _I_ did, anyway," Charlie heard Anita's voice mutter disdainfully.

"Good," the Doctor praised them. "Now, what did you see? What attacked you?"

Simmons made a noise, which sounded like a shudder.

"Spiders. It was a spider!" she squeaked.

From the sound of her voice, Simmons was clearly terrified of them.

"Ohh, spiders!" the Doctor mused, excitedly.

"That figures," Charlie commented, nodding over at the smouldering webs, which were thinning out. He was already starting to see a little of the corridor through it.

"What kind?" the Doctor asked.

"I don't know! It was a spider. It was huge!" Simmons exclaimed.

"That's not terribly helpful. What did it look like?"

"I didn't _really_ get a good look," Simmons intoned.

"Too busy running for our lives," Anita added.

"Come on! You saw it! How big was it? What colour? Were there any markings?" the Doctor assaulted them with a sudden barrage of questions.

"Oh. There were markings. Ugh!" Simmons groaned, shivering again.

"What? Tell me."

"A circuit board. It came straight out of the lab equipment. I thought it was part of the machine!"

The Doctor frowned at Charlie.

"That sounds… fascinating! Was it a robot?" he asked.

"No! It was a living thing. I know it was."

"Okay. Is there anything else you can tell me?"

By now, a tunnel had been gouged through the web, large enough for them to walk through.

The corridor beyond was dark: the lights had been extinguished, and the ceiling was strung with more cobwebs, like neglected, dusty Christmas decorations.

The soldiers quickly mounted torches on their assault rifles, and illuminated the corridor ahead. As soon as the lights came on, a dark shape skittered across the floor, and vanished through a dark doorway.

Charlie froze, his breath catching in his lungs. What was that? If that was one of the spiders, it _was_ huge.

The Doctor grinned. "Oh, no, don't worry, I think I've just seen one. I'll call you back."

He tossed the radio back to Shah, and led the security detail through the passage.

The entrance to sector three, a heavy bulkhead door, was sealed shut. Thick ropes of cobwebs were glued across it – much thicker than the strands they had just burned through. Charlie doubted they had any chances of getting through _that_.

However, a smaller doorway, marked 'Plant Room', was ajar.

Shah and the other soldiers took positions around the open doorway, and forced their way in. The light from their torches spilled into the room, revealing an array of industrial gas canisters and gunmetal grey cabinets spilling with an assortment of electronics: buttons and switches, blinking lights, and now, threads of spiders' web.

The Doctor grunted in disappointment as he entered.

"This is a plant room? But there aren't any plants."

The soldiers cautiously spanned the room, white beams of light revealing every inch of space.

Lurking behind one of the tall cylinders, was the spider they had just glimpsed, shrinking as far into a corner as it could manage – its bristly legs almost forming a cage around its body.

Charlie's heart pounded as he laid eyes upon it.

The Doctor pushed the soldiers' weapons away, as the spider, seeing that it was surrounded, began to retreat slowly up the wall.

"Don't shoot it. We can't immediately assume they're hostile."

"But what about those bodies we saw earlier?" Charlie whispered.

"Perhaps they were just hungry," the Doctor replied. "Perhaps they were attacked first. Perhaps they don't realise that snacking on humans is off limits."

The gigantic spider paused, its hairy abdomen bobbing up and down, meticulously planning its moves.

Charlie struggled to comprehend precisely what he was observing. He'd seen impossible creatures, but this was something else. The thing was a vibrating mass of stubby black hairs, and darting eyes.

It must have been the way the creature moved; a giant tarantula which made Charlie's skin crawl. Even the Doctor's humour failed to calm his nerves.

The way it patted around with its legs and feelers settled the matter for Charlie that it was a living, thinking being. And not just thinking - fiercely intelligent.

There was something about this creature's presence that radiated sentience. It watched them, observing them, studying them. It made precise movements, sometimes touching strands of the web that stretched across the room, culminating in a thick bundle of near-perfect concentric circles close to the back wall.

It was the centre of this web that the spider appeared to be heading for; a web that connected every significant electrical component in the room, Charlie noticed. The threads were woven between every junction box and control panel, and straight back to the centre of the web. Based on what he had seen, he would say that the entire room was completely under the spider's control.

The Doctor bent down, as if speaking to a young child.

"Hello," he spoke as kindly as he could, as it nestled into its web, and blinked with multiple, shining black eyes.

"What are you?" the Doctor asked.

The hunched spider didn't move, but continued to stare at them, and the soldiers that were ogling it with horrified expressions.

"Not an antibody. Not one of the Eight Legs…" the Doctor turned to Charlie, who was glaring at the spider in bewildered fascination.

"Not even an overgrown house spider."

Charlie nodded in agreement.

"Which is a shame," the Doctor continued, " _Eratigena Gigantea_ are actually quite friendly."

"Friendly?" exclaimed Charlie. A little too loudly, he quickly realised. He didn't want to startle it into an aggressive action.

"Once you get to know them," the Doctor admitted.

"I don't think these are particularly friendly," Charlie hazarded, as the giant spider shuffled uneasily. It did not take its eyes off the Doctor and Charlie.

The Doctor glared at Charlie in mystification. "What is it with you humans and spiders? Why are you so afraid of them?"

"Well, they don't normally bother me." Charlie retorted. "But when they're that big," he nodded at the creature, which must have been four or five feet wide, "they make me a little uncomfortable."

The Doctor nodded thoughtfully.

"It's different for me," he reasoned, "Time Lords are taught about arachnoids from an early age. I mean, the Racnoss were one of the most dangerous and ruthless creatures in existence. We're all sworn to wipe them out."

The Doctor scratched his chin, planning his next move.

"If we could find a way to communicate with them, find out what they're doing here?"

"I could call down a communications officer from the command centre?" suggested Lieutenant Shah.

The Doctor pointed at him. "Excellent idea. You do that."

Shah retreated a couple of steps, and reached for his radio.

"Not feeling talkative today?" the Doctor prompted the spider.

No. Evidently not.

The Doctor turned to Charlie.

"Well?"

"We're still alive," observed Charlie.

"Yes," the Doctor agreed. "Arachnids may be aggressive, but not nearly as aggressive as you humans. And they tend to be more intelligent. We've already seen evidence of that."

"The Moonbase systems… all those malfunctions?" Charlie understood. "It was these spiders making them work better, somehow?"

"Arachnids are experts in architecture and networking," the Doctor stated. "I can imagine that these would have had no difficulty navigating the base and rewiring everything."

"Experts in networking? Computer networking?" questioned Charlie.

"Of course. Look at the World Wide Web. Who do you think named that? Tim Berners-Lee? Don't make me laugh!" muttered the Doctor.

"What, so this," Charlie pointed at the Arachnid's nest, "is a web-site?"

"If you like," the Doctor mused, "it's probably monitoring the gas pumps, and browsing through everyone's internet history."

He turned to the soldiers with a wry grin. "I hope that's not going to be… problematic."

The soldiers ignored him, keeping their weapons focused on the Arachnid.

The Doctor groaned. "Look, do you have to keep pointing your guns at it? I'm sure it must be really intimidating."

"Sir, this creature might be a threat to our planet's security," Shah argued.

The Doctor shrugged. "So?"

The Arachnid suddenly stirred, and shuffled towards one of the close-by junction boxes.

The soldiers gripped their weapons more tightly, much to the Doctor's irritation.

"What's it doing?" Shah demanded.

"Engineering," the Doctor replied.

The Arachnid began fiddling with the electronics, making tiny adjustments with its feelers. The rapidly blinking lights on the adjoining machine ceased, and the Arachnid warily returned to its safety net.

Throughout the base, there were more Arachnids, just like this one, some suspended in webs, monitoring equipment, others lurking in the corridors. Some bore different markings, different camouflages.

They were all just waiting, occasionally adjusting controls. But not one individual made any moves against the Moonbase's paranoid personnel.


	8. Spider-senses

Simmons skidded to an immediate halt, spotting one of the Arachnids perched on the ceiling. Anita almost ran into the back of her.

"There's another one," she whimpered.

"The med-bay's just through there," Anita urged her, pointing towards the door along the corridor.

Simmons shook her head, transfixed by the stationary spider.

"I'm not walking underneath it."

"There's no time to go around," Anita hissed. "We'll have to go this way."

"Why is it just sitting there?" questioned Simmons.

"I don't know," Anita sighed. "The quicker we move, the sooner it'll be over. Just go!"

"Aren't you scared of it?" Simmons asked her dubiously.

"Of course I am. Look at the size of it!" Anita moaned.

Simmons uttered a strangled sound.

"Sorry," Anita mumbled.

Simmons shook her head, and clamped her eyes shut, muttering to herself.

"Okay… it's not there… it's not there…"

One eye opened, and she stared at it again.

"Okay… it's only a little spider… it's only small…"

Anita glanced hurriedly around her.

"Come on!" she insisted, grabbing Simmons' arm, and wrenching her forwards.

Simmons shuddered, refusing to open her eyes, until she felt the familiar cool air conditioning of a lab.

The nurse fixed them with a steely gaze when they entered, and Anita hurriedly scrambled for the access panel, and the med-bay door hissed shut.

Simmons' knees felt as though they were no longer attached to her legs, so she fumbled for the nearest stool, and collapsed into it.

"Those things are everywhere," Anita explained.

The nurse scowled at her for a second. "Let's just make sure none of them get in here."

Anita nodded, giving Simmons a gentle pat on the shoulder. Simmons took a few deep breaths, trying to control her breathing.

"Oh my god…" she groaned. "I can't let the Doctor see me like this."

Simmons silently cursed herself. She needed to get a grip.

"Have you – have you still got the antitoxin samples?" she asked suddenly.

"Yes," Anita assured her. As proof, she placed the test tubes on the workbench in front of her.

"We still have no idea if it'll work," Anita muttered.

"No, but the least we can do is manufacture more of it, on the – admittedly unlikely – chance that it will," Simmons reasoned.

Anita found a medical synthesiser, which seemed to resemble a sterilised cash machine, and switched it on. The system booted up incredibly quickly, and Anita inserted one of the samples, and began a replication cycle.

It was basically a chemical photocopier, she mused. One of the advantages of working for a well-funded military organisation: state-of-the-art futuristic bits of kit.

One of the patients, watching her, caught her eye.

"Oh. Hey," said Anita, recognising Private Lazarov, who was perched up on his elbows on one of the examination tables.

"Hey." He waved back, cheerfully.

"What are you doing here?" she asked.

"In the sickbay?" he asked, fixing her with a serious stare. "I'm sick."

She narrowed her eyes at him.

"I mean, what happened?"

"One of those creatures ambushed me in my sleeping quarters."

"What?" Anita exclaimed. "And you're okay?"

"Well, I hope so."

"I mean…"

"Yeah, I saw what happened to the others," Lazarov guessed her train of thought – the image of the liquidated bodies he and the Doctor had stumbled across was still vivid in his memory.

"The thing didn't bite you?"

"No. Maybe it liked my charming personality?" He winked at her.

The nurse sighed, drawing a sophisticated-looking gadget. "If you could stop flirting for a moment, I need to take your temperature again."

Lazarov offered her a broad grin, and threw Anita an apologetic raised eyebrow.

Simmons was watching them, when she noticed movement just out of the corner of her vision. All heads turned in her direction, transfixed by something just behind her. Very slowly, she turned around, and gasped.

The Arachnid that had almost chased them into the med-bay appeared through the frosted glass pane in the door. Its silhouette hovered menacingly, and she stared at it without breathing a word, her thoughts racing, wondering if it was searching for a way in.

The entire room was silent, until the creature's black shadow receded.

The nurse's device bleeped, and Simmons almost jumped out of her skin.

"Doctor Simmons?" asked Lazarov. "You okay?"

Simmons nodded, her lips pursed, almost turning white. "Mm-hmm! Yes! Why wouldn't I be!" she spouted.

"Simmons has a fear of spiders," Anita explained. "And the base is under attack from a horde of giant spiders."

Lazarov frowned, a little dismayed by Simmons' predicament.

"Hey, it's okay," Lazarov tried to comfort her. "It can't get in. Can it?"

He turned to the nurse.

"No," she said, peering at the readout on her device. "That door is made from a reinforced alloy. Even the glass is unbreakable, so I'm told. It wouldn't make a dent in it. And believe me, I've seen a few people have a go."

"See?" Lazarov insisted. "Nothing to worry about. We're safe in here. And hey, the Doctor's probably working on something right now."

Simmons nodded.

"But I think you have more pressing things to worry about, Private Lazarov," the nurse informed him.

Lazarov's smile faded. "What?"

"You're running a high fever. It's like your body's fighting off an infection, but you're perfectly healthy. And your earache…"

"What?" Lazarov urged, painfully aware of the noise in his left ear.

"There's something lodged in your ear canal. I think it's a living organism."

Lazarov and Anita looked at each other, jumping to horrific conclusions.

"Oh," Lazarov said quietly, staring at the frosted glass panel, where the gigantic Arachnid had been patiently skulking.

"Reminds me of when I was back home," Lazarov recalled. "My kid brother used to be terrified of spiders. Even the tiny ones. Probably still is. It always used to be my job to get rid of them."

He looked up at Anita, who was now very worried. He smiled at her, and she managed to smile back.

"I'm not scared of spiders," he reassured her.

* * *

The Communications Officer, a slim man who answered to the name O'Neill, had arrived, and was attempting to make contact with the giant spider.

He was rather timid, contrary to Charlie's expectations of a communications officer, and seemed very nervous to be in such close proximity to the Arachnid. Which was understandable.

He typed a string of commands into his laptop, and it issued a series of screeching sounds.

It set Charlie's teeth on edge, and left the Doctor looking a little disappointed. If those noises were supposed to be in some kind of spider dialect, it hadn't been particularly successful. The Arachnid hadn't so much as blinked.

"I'm sorry," O'Neill apologised profusely, "there's nothing else I can think of."

"It might not be able to communicate with us," the Doctor suggested. "It might not _want_ to."

O'Neill took one last look at the Arachnid, and slammed his laptop shut.

"I'll just…" O'Neill pointed towards the door.

He tried to shuffle quietly out of the room, sidling past the Doctor, and accidentally bumping into Charlie.

Charlie stepped back, to move out of his way, when something caught the back of his heel, and he stumbled.

His head span as he hurtled backwards, his arms flailing to grab onto something.

He did manage to grab something, which halted his fall.

"Charlie…?" the Doctor called, darting over to him.

Charlie frowned. There was a tingling sensation in his fingers, like tiny, painless electric shocks. Out of the corner of his eye, he noticed the Arachnid bounce gently up and down. It was a moment before he put two and two together, and looked down at what he'd grabbed on to. The web.

It was like a steel rope, plunging needles into his palm. The intensity of the prickling began to increase, and with a panic, Charlie realised something else was happening.

He stared at the Arachnid, aware that all eight of its glistening black eyes were locked on him. Staring at him. Staring _into_ him. And he stared back.

He experienced a barrage of alien thoughts and emotions, and pulled himself away from the web.

The Doctor's hands were suddenly clasped around his shoulders.

"Charlie?" the Doctor's voice was somehow distant, dream-like. "What happened? What did you see?"

"I saw its thoughts." Charlie realised.

"Yes?" the Doctor encouraged him.

Lieutenant Shah asked him a question. He wasn't quite sure what he'd said.

"It's… shy?" Charlie muttered, gazing over at the Arachnid. It remained hunched at the centre of its web, studying him.

"Not like the others. Not like the soldiers," he continued, speaking a little dreamily.

The Doctor glanced up at Shah, his lips pursed in a disdainful glare.

"The soldiers are…" Charlie struggled to think of the best word. Something was lost in translation here. "Aggressive? That's what makes them good at what they do."

"And what are they doing?" the Doctor asked, with incredible patience. "What are the Arachnids doing? What do they want?"

Charlie shook his head. "They're just doing what they've been told. Their job."

He turned to the soldiers, and O'Neill. "Just like all of you. Soldiers, engineers, scientists… I don't know, cleaners?"

"Cleaners?" exclaimed Shah. "What are spiders gonna clean up?"

Charlie looked up at him, confused. Why didn't they understand? The spiders. UNIT. They were the same. Individuals, assigned to their duties, working under a hierarchy of leaders.

"Us."

The soldiers shuffled, and shared concerned glances.

"Ah. That's just nasty," muttered Shah.

"Charlie?" the Doctor began.

Charlie could tell a request was coming, and he wasn't sure if he would like it.

"Do you think you could try and communicate with it?" the Doctor's eyes searched him expectantly.

"I don't know." Charlie felt extremely uncomfortable about seeing the Arachnid's thoughts again.

"If you saw into its mind, it's very likely it saw into you. These things are almost always a two-way process. It's possible you might have reached an understanding."

"I guess…"

"See if you can get Incy-Wincy to talk again-"

"Incy…?"

"If you could convince it that the humans aren't hostile, perhaps we have a chance of arriving at a peaceful resolution. No more deaths."

Shah's radio burst into noise again.

"Doctor. Something's happening in the med-bay. They need you there now."

"What is it?"

"No idea. It sounded urgent, though."

"All right, I'd better go." The Doctor turned back to Charlie. "See what you can do, Charlie Drake."

Charlie nodded. "I'll try my best."

The Doctor smiled.

The Doctor had an aura about him. Charlie had noticed it from the first moment they'd met. The Doctor was, quite simply, an inspiration. Whenever he asked something of you – no matter what it was – Charlie always felt compelled not to let him down.

The Doctor nodded at Lieutenant Shah, who appeared to have volunteered to accompany him to the med-bay.

"Private Chase, you're in charge 'til I get back," Shah informed one of the men.

The Doctor frowned, and added:

"Charlie, you're me until I get back. Don't let them do anything stupid."

Charlie nodded, trying to hide his smirk from the soldiers.

The Doctor immediately sped into a run, and Charlie was left alone with the remaining soldiers, Communications Officer O'Neill, and a large Arachnid engineer.


	9. Arachnophobia

"Okay. I want you to lie perfectly still," the nurse practically sang, as she descended on Lazarov's earlobe, clicking a pair of forceps.

"Come on…" the nurse cooed.

Lazarov kept his eyes fixed on Anita, and her meticulously sculpted brows. She grasped his hand tightly, giving him a reassuring squeeze whenever he flinched.

She tried to keep her revulsion from escaping through her expression.

The nurse had grabbed onto the creature, and was carefully trying to extract it from Lazarov's ear.

The thing was a tiny brown spider, no wider than a thumbnail; a miniature version of the creatures crawling all over the Moonbase. It was struggling, fighting off the nurse's forceps.

It slipped free from her grip, and retreated back into Lazarov's ear, as if this were its home – from where it refused to be evicted.

"Oops," muttered the nurse. "This one's a tricky little critter…"

The spiderling's eight legs slid back into the darkness, and disappeared from sight.

Lazarov jolted sharply upright.

"Stay still, please," the nurse insisted.

Lazarov shook his head, quivering. His eyes, brimming with fear, started darting around, as if searching for something to focus on.

"I can feel them!" His voice was frail.

"Them…?" Anita uttered.

Simmons stood up, risked moving a step closer. "What's going on?"

"Oh my god. They're inside me," Lazarov realised, barely able to contain his horror.

He shuddered, pulling at his vest.

"They're going to… just like them …" he whimpered between gasps of air, trying to shake the thought of the dissolved corpses from his mind. That was going to happen to him.

"There are spiders inside him!" Anita hurriedly deduced. "Quick! Grab the antitoxin!"

Simmons snapped out of her state of shock, and lunged for one of the test tubes. Drawing on a sense of professional calm – which overpowered her anxiety of being attacked by giant spiders – she filled a syringe with the substance, and passed it to Anita.

Anita clamped Lazarov's arm to the examination table, and jabbed him with the needle.

Lazarov, his teeth clenched, uttered a guttural roar.

Anita stepped back. Would it work?

His eyes met hers. He was terrified.

Something began to seep out of him, like trails of blood.

It wasn't blood. They were spiders. Eating their way out of him. Tiny hatchlings, crawling out of his body, digesting it along the way.

Simmons raced over to the intercom panel, and hammered on it. The moment she heard Professor Lakowsky's voice, she yelled:

"We need help. Where's the Doctor? We need the Doctor!"

Anita could do nothing to help as Lazarov fruitlessly scrabbled at his skin, where tiny spiders were emerging from gaping pores in his flesh.

The worst part was that Lazarov was acutely aware of everything that was happening to him. There were spiderlings swarming all over his body, pouring from every orifice they had made, and burrowing back into him to feast. He started screaming.

Anita clapped her hand to her mouth, unable to contain a wave of nausea. The antitoxin hadn't worked. Lazarov was being eaten alive.

Within minutes, there was nothing left of him. His skin, his face, his eyes, were consumed by the creatures. The moment his terrible scream was cut short, she knew he was dead.

The spiderlings finished him off; Anita and Simmons backed away. The creatures cascaded from the table, a pool of deadly Arachnids swelling across the floor. The nurse was cut off – trapped on the other side of a lake of swarming spiders.

Something thumped on the door. Anita whirled round. It was the familiar wiry profile of the Doctor.

"Doctor!" Simmons yelled.

"Simmons?" the Doctor roared in response.

The Doctor hammered on the door again, the red glow of the sonic screwdriver obscuring his figure through the frosted glass panel.

"Unlock the door!" he yelled.

Simmons assaulted the door panel. She realised with a sinking feeling that: "It isn't locked!"

The red glow vanished, and the Doctor ran his fingers down the doorframe.

It had been webbed shut. The Arachnids' webs were so strong, it would be impossible to force the door open.

Shah shot him a frantic look.

"Stand back. I'm going to break the glass."

"How?" cried Simmons, recalling the nurse's words. "There's no way you'll be able to break it."

"I'm the Doctor!" he shouted, raising the sonic screwdriver. The shrill whistle was deafening.

Cracks trickled across the glass pane, spreading like the Arachnids' webs.

The window exploded into a thousand shards.

The Doctor and Shah pulled Simmons through.

Anita raced over to the workbench, and grabbed the last of the antitoxin samples first, before she climbed through the opening.

The Doctor stretched through the doorway, and reached out with the sonic screwdriver.

The nurse was still cornered on the other side of the room, her escape blocked by the stream of Arachnids.

"Come on!" the Doctor yelled.

"Is there anything you can do?" Anita asked.

"I'm trying to attract the Arachnids' attention, but it's not working," the Doctor growled.

He watched the spiderlings swarm up the nurse's legs, and she screamed. There was no way to stop them. She was dead.

With great regret, the Doctor withdrew. He didn't watch, as she was consumed by the hatchlings.

Simmons and Anita stared at the Doctor, at a loss for what to do. His features were grave.

"We still have the antitoxin samples," Anita broke the silence.

"That's not going to work," the Doctor stated. "The Arachnids are one step ahead of us. They've tampered with your machines. They're not going to let you finish the job."

"Where's your phone?" the Doctor thrust his palm towards Simmons. "We need the spiders to stop whatever they're doing, now."

Simmons handed him her phone, and he quickly dialled Charlie's number. He pushed it to his ear as he led them back down the corridor.

"Arachnids are incredibly intelligent," he explained, as he waited for Charlie to pick up, "I'm certain we can reason with them. Why aren't you answering?"

The Doctor checked the phone. It was still dialling.

Something was wrong. He broke into a run.

* * *

Charlie was not as successful as he'd hoped.

He'd tried speaking to the Arachnid. If it did understand him, it made no attempt to communicate.

He was just about to give up, and go and find the Doctor, when he heard the words.

 _I'm sorry._

Charlie's brow twitched. What?

He was certain that that had been the Arachnid's voice. But what did it mean? Why was it apologising?

Charlie turned to Private Chase, who was staring at him with a puzzled expression.

"Did you…?" Charlie faltered when he saw it.

Chase twigged when Charlie's jaw dropped, and followed the direction of his gaze.

There were two hairy, muscular Arachnids creeping across the ceiling. They were both larger than the engineer spider.

O'Neill cried out in terror, and made a break for the exit.

The soldiers raised their weapons, but they weren't fast enough. The Arachnids plummeted from the ceiling, one landing on the floor with a heavy thud, the other collapsing on top of one of the soldiers, pinning him to the ground.

Charlie glanced at the engineer Arachnid in desperation, wondering if it would help him. He decided that it probably wouldn't. There was no way out.

The Arachnid poised over the soldier on the floor, bearing sharp fangs, and plunged them deep into his chest. He roared in agony. The flesh around his wound immediately began to blister and decay, melting into a blackened sludge.

Charlie backed away, his throat grasped by invisible fingers. The man was dissolving right before his eyes.

Chase fired a hail of bullets into the other creature's abdomen, sending a spurt of blue slime flying into the air.

The first Arachnid, still dripping with the soldier's remains, scuttled towards Charlie.

He was going to die, Charlie realised. The creature was going to reduce him to a paste. This was it. After all he'd survived with the Doctor, this was finally it.

The Arachnid pounced at him, and pummelled straight into his chest, knocking him clean off his feet. He crashed into the metal flooring, the gargantuan Arachnid hissing venomously.

He uttered a noiseless gasp as two daggers sliced into his neck.

The room began to drift away. Distant gunfire… Far-away yelling…

Consciousness slipped away.


	10. Time Lord of the Flies

The Doctor only made it halfway down the maze of corridors on route to the plant room.

His pace diminished when he spotted O'Neill charging in his direction.

"You!" the Doctor yelled. "Where's Charlie?"

The communications officer looked anxiously down at his feet.

"I don't know… I didn't see."

The Doctor grabbed his shirt, and rounded on him, his nose inches from O'Neill's quivering chin.

"Is he still alive?"

O'Neill shook his head. "I'm sorry…"

Simmons could see that the Doctor was furious. There was this look in his eyes, and it frightened her a little.

"You should be," the Doctor snarled, releasing him.

Shaken up, O'Neill shot an apologetic look towards Simmons and Anita.

"Give me that," the Doctor plucked O'Neill's laptop from him.

O'Neill didn't try to protest. He wasn't sure he could withstand the Doctor's wrath any further.

The Doctor pulled open O'Neill's laptop, and examined the contents for a few moments. No clues. Nothing. He bundled it under his arm.

Chase arrived a few moments later, his gun toted, breathlessly checking behind him as he ran.

"Sir," Chase began, but the Doctor interrupted him.

"Shut up. Where's Charlie? What happened to him?"

"The Arachnids took him, sir," Chase informed him.

"What?" the Doctor snapped.

"They carried him away."

"Then he might still be alive," Simmons offered hopefully.

"Or they have something worse planned for him," the Doctor scowled.

"Rather pessimistic, aren't you?" Anita muttered.

"I'm not a pessimist. I'm a realist," the Doctor corrected her. "I need to find him, and end this now."

He paced the corridor, pulling at his hair with his free hand, and glaring at the soldiers.

"Why would they take him? What do they want him for?"

Simmons waited patiently for the Doctor to cease venting, before putting her thoughts forward.

"Where would he be?"

"Sector three," the Doctor answered. "The entire wing is sealed off. Every instinct I have is telling me that's where they've taken him. And that's where I need to go."

"But there's no way in," Shah protested.

The Doctor glared at him with such vehement energy, even Simmons had to avoid his gaze.

"No?"

The Doctor threw his arms up. "Question!" he thundered.

"How do _they_ get in and out? Their webs are virtually impenetrable, yet they're wandering freely around your Moonbase."

No-one answered. The Doctor gritted his teeth, daring them all to respond. Simmons. Anita. O'Neill. The soldiers. Anyone.

"Can they teleport?" he asked sarcastically. "I don't think so."

Simmons frowned, drawing on her knowledge of the Moonbase's architecture.

"Ventilation shafts!" she declared.

The Doctor raised an eyebrow. "Very good."

He shrugged. "I don't actually know if that's how they're getting around, but it's how I will. The rest of you… you're going back to the command centre."

He waved them away, down the corridor.

"You're going in there alone?" Simmons realised.

"But… won't you need back-up?" asked Lieutenant Shah.

"Nope. No guns. We're still in negotiation stage," the Doctor dismissed him. "Off you go!"

The others began to do as the Doctor ordered, apart from Simmons, who remained rooted to the spot.

"You too, Emily," the Doctor told her.

"Doctor, let me go with you. I can help," Simmons pleaded.

"Quite possibly," the Doctor conceded. "But you might be needed in the command centre."

"You're not going on your own," she insisted. "You might be able to save us, and Charlie, but who's going to save you?"

The Doctor blinked, indifferent. "I don't need saving."

He sighed. "Look, I need to know that someone will stop the professor from blowing up the moon before I've saved you all."

"Anita can make sure the nuclear warhead isn't activated," Simmons argued.

"Yeah. No detonating the base. Got it," Anita assured them.

"And besides," added Simmons, "I'm sure you could do with the company."

The Doctor glared at her, cross that he had been defeated. "All right. Let's go before I change my mind."

* * *

 _Buzzzz…buzzzz…buzzzz…_

Buzzing, like a whining insect.

The insect landed on his leg, but kept buzzing, resonating in his bones.

"Hush now, little fly…" the voice crooned.

It was a female voice, hoarse and rasping.

"Little fly, don't you cry…"

The voice seemed to circle him, edging closer, then drifting further away again.

"Oh, yes! Delicious!" the voice laughed; a giggling, childish laugh.

Charlie shook himself awake, but his vision was bombarded with a kaleidoscope of electric blue spots.

He tried to run, but his legs wouldn't respond.

His sight swirled back to normal, and looked down, to see why he wasn't moving.

A claustrophobic prickling enveloped his skin.

He was bound, cocooned in an Arachnid's web. Thick strands of coarse, wiry thread were wrapped around him from his feet to his shoulders.

He wouldn't be going anywhere.

Although, quite honestly, he wasn't sure that it would make any difference. He was surprised to discover he was still alive – and not a small puddle of decomposed matter. Although how long he would remain that way, he couldn't be certain.

Charlie looked around. He had no idea where he was. He didn't recognise the room, save that the interior design was almost identical to the rest of the Moonbase.

Not that much of the decoration was visible. Nearly everything was draped with a thick blanket of webbing. There were cobwebs everywhere, stretching across the room from dense pod-like nests. His own cocoon seemed to be part of a column, meshing seamlessly with the floor, which was carpeted with cobwebs.

With a sense of dread, Charlie realised that the nests were occupied by hulking Arachnids, each encrusted with a pattern of glowing, venomous pustules.

"Hey!" Charlie called out.

He glanced nervously around. The Arachnids remained motionless in their pods, and ignored him.

"What…" his voice wavered. "What are you going to do with me?"

"Silence, little maggot!" the shrill, female voice crowed.

He wasn't sure where the voice had come from. It seemed to reverberate up through the floor itself.

"No!" Charlie retorted, with more courage than he thought he had in him. "You've kept me alive for something. I think that entitles me to a few answers."

"Hmm…" the voice mused. "The maggot's spirit is admirable. You have chosen well."

"Chosen?"

"You will be silent!" the voice hissed. "I have no wish to end you prematurely. The feast is finer when the flesh is living."

Charlie gulped.

"You're going to eat me?" Charlie realised.

The voice cackled again.

He felt a throbbing deep within his stomach; a burning urge to throw up.

* * *

The Doctor wriggled at a steady pace through the metal shaft, using his knees and elbows to propel himself.

The vents were rather cramped – both his shoulders were brushing the sides as he moved. Fortunately, architects always made sure that ventilation shafts were wide enough to crawl through. Although this particular shaft was clearly designed for someone of a slighter stature. Plus the laptop, stuffed into the front of his waistcoat for safekeeping, wasn't making it any easier.

"Are you keeping up?" the Doctor called behind him. The passageway wasn't wide enough for him to look behind and check on Simmons' progress.

His voice echoed down the metal tunnel.

"Yes!" she called back. "Can't you move any faster?"

The Doctor's brow furrowed in disapproval, not that Simmons would have been able to see.

"Not really! It's not as easy as it looks. And I'm not as young as I was."

"Wait!" Simmons cried suddenly.

He heard Simmons shuffle cease, and he stopped as well.

"What?" he asked.

"Did you hear that?"

"What?"

"That noise?"

The Doctor sighed.

"Uh, yes. I did, actually. I was hoping you wouldn't notice."

He imagined Simmons' eyes widening.

"You didn't seriously think we'd be alone up here, did you?"

"You mean…"

Simmons fell silent, listening.

They could both hear the pattering of dozens of limbs ringing through the shafts.

"I can hear them! I can hear them!" she squeaked. "They're following us!"

"Yes, and they can hear us too," the Doctor growled, already regretting his decision to let the most arachnophobic person on the Moonbase join him on a mission of diplomacy with a race of giant spiders. "Come on – and keep quiet."

He began to shuffle again, twisting to navigate a ninety degree bend in the tunnel.

If the Doctor's navigation skills were accurate (and they usually were, he reminded himself), then they were just about to enter sector three – the heart of the Arachnid's activities.

Which meant that, because the Arachnids almost certainly knew they were coming, it wouldn't be long before they ran into trouble. It was just a little sooner than the Doctor was anticipating.

"Ah," muttered the Doctor, coming to a halt in the tight passageway.

"Why have you stopped?" hissed Simmons, glancing anxiously behind her.

The Doctor grappled with the galvanised steel, and tried to propel himself forward.

His efforts were in vain. The width of the shaft had been steadily decreasing, and it had come to the point where the Doctor was now wedged in the narrow passageway.

He sighed, and hung his head in shame.

"I'm stuck," he growled.

"What do you mean you're stuck?"

"I'm stuck! I can't move! What else does that mean?" the Doctor retorted.

The thumping of Arachnids echoing around the ventilation system was getting louder.

"Well, it can't be much further," Simmons coaxed. "We must be nearly there."

"No, we're not. There's another hundred yards to go, yet."

"Well, you got this far. Surely you can keep going?"

"No, I can't!" whined the Doctor. "It's physically impossible!"

"Oh, stop whinging, you useless man!" hissed Simmons. "I _knew_ this would happen."

"Oi!" objected the Doctor. "Your reverse psychology won't work on me. I invented it."

Simmons muttered something. "It was worth a shot. I guess we'll have to go back, and try another way."

"Yes," agreed the Doctor. "We passed an intersection a while ago. It's a longer route, but it'll still get us there."

A dark shape blocked the already dim light of the shaft.

"Oh, no. Not good!" the Doctor cried.

"What? What's wrong?" asked Simmons, detecting the Doctor's apprehension.

The Doctor glared at an Arachnid, scuttling hastily towards them.

"Back up!" he yelled.

"Why?"

"Spider!"

"Oh!" Simmons immediately began to move.

The Doctor struggled to dislodge himself from the narrow tunnel, as the Arachnid darted closer. In a few seconds, it would be upon him.

The Doctor finally managed to wrench himself free, feeling the sleeves of his jacket shred as he slid backwards.

He began crawling away, as fast as he could without treading on Simmons' fingers.

The Arachnid was shuffling much faster than they were. The creatures were far more agile, and far more used to navigating tricky passages.

The Doctor had no choice but to face all eight of the creature's eyes, watching as it mounted the wall, and crawled along just as fast upside down.

He gritted his teeth, and urged Simmons to move faster. Granted, crawling backwards was no simple task, and watching a spider chase him the other way up was extremely disorienting.

"There's an exit!" Simmons yelled.

The Doctor stopped, sensing Simmons had stopped too.

He glanced up at the advancing Arachnid in alarm. Its gnashing fangs were so close that he could smell its rancid saliva.

There must have been a grating: he heard Simmons kicking at the metal, which shook the whole vent shaft.

He couldn't see her progress, but he wasn't sure there would be enough time for them to make it out before the Arachnid caught them.

Simmons thumped at the grating again. Her plan wasn't working. They were still trapped.

"Emily!" he bellowed.

The Arachnid lunged at him, and the Doctor threw out his arm to shield his face; the creature's fangs tore through his sleeve. It missed his flesh, but the next time, he wouldn't be so fortunate.

With a final pound, the grating fell away, clattering to the floor below. Simmons scrambled out, leaving the Doctor to fend against another swipe by the Arachnid.

Searching desperately for something to defend himself with, the Doctor pulled the laptop from his coat, using it as an improvised barrier. The creature's mandibles ground into it, wrestling the Doctor back a few inches.

When the Arachnid relented, the Doctor seized the chance to slide backwards out of the opening, allowing gravity and momentum to do most of the work for him.

He crashed to the floor, but landed upright, his arms flailing as he quickly made to regain his balance.

Seconds later, the Arachnid pushed itself out of the shaft, much like its smaller, Earth-bound cousin emerging from a plughole.

It hissed at them, and sped down the wall.

"Run!" the Doctor yelled.

Simmons needed no further persuasion, and sprinted down the corridor.

The Doctor could tell they were close to the heart of the Arachnids' web. There were more spiders chasing them, scuttling up the walls, and across the ceiling, emerging from doorways, peeking around corners.

Within minutes, there were at least two dozen Arachnids trailing after them, crawling over one another in their haste to stop the Doctor and Simmons from reaching Charlie.


	11. Charlie's Web

"Close the doors!" yelled Anita.

The doors to the main command centre hissed shut, as O'Neill, Shah and another surviving soldier raced through.

The Arachnids following them were locked out – but only just. Why couldn't security doors close faster?

Shah stared at them through the glass, his weapon raised. The Arachnids didn't move. They simply hunched behind, above, and on the door, waiting patiently.

"Deadlock the doors," ordered Lakowsky.

One of the operatives, already busy at their desk, carried out the order. A huge steel bulkhead, several inches thick, descended on the door, sealing them in, and blocking the hulking, bristling Arachnids from sight.

It was already chaotic in the command centre, but as the people working frantically at their consoles shared worried glances, they began to realise that there might not be a way out for them.

"Where's the Doctor?" Lakowsky barked.

"He's headed to sector three – that's where he thinks the Arachnids have taken Charlie," Anita answered.

"Is he alone?"

"No, Simmons is with him."

Lakowsky crossed her arms, perhaps pondering the Doctor's thought process.

"What's he planning to do?" she asked.

Anita shrugged. "I don't know. Stop the Arachnids, somehow? He didn't tell us his plan."

"I see," Lakowsky muttered, "He doesn't have one."

Lakowsky locked Anita with a stare. "Don't forget that we _all_ have our jobs to do. We can't rely on the Doctor."

Anita fell silent, and turned away.

"Tell me what happens, Doctor Grover, if he doesn't succeed?"

Anita shook her head. Lakowsky turned her attention to the others. Shah and O'Neill were unable to offer any ideas, nor were the other two dozen UNIT operatives in the room.

She looked over at a young woman, whose hand was poised over a computer keyboard, waiting for Lakowsky's orders.

"Activate Defence Protocol One," she said quietly.

"No!" Anita protested.

"There has to be another way!" O'Neill uttered, watching the young woman carefully pressing buttons on her computer. Her hands were trembling.

Shah stepped up, opposite the professor, and drew his pistol; pointing it squarely at Lakowsky's head.

Anita shot a puzzled look at him. _What was he doing?_

"Stand down, Lieutenant Shah," Lakowsky spoke levelly. She did not falter, or blink, despite the gun barrel trained on her.

"Defence Protocol One can only be authorised with the vocal command of a UNIT officer with Level One clearance," Shah said, his calm mirroring the professor's. "And that would be you."

All eyes were locked on Shah and the Professor. The other soldiers went for their weapons, but they weren't sure what to do – whose orders to follow.

It was a stalemate, with little hope resting on either option. Either they were all going to die in a nuclear fireball, or they were all going to die, eaten by giant tarantulas.

"If there's a slim chance the Doctor can save us all, I'm going to take it."

"You are under my command, Lieutenant, not the Doctor's."

"But he's right," Anita argued. "We can't destroy the Moonbase! Not while the Doctor's here."

Lakowsky turned to her.

"We have a duty to protect the Earth. We must not allow the base to fall into enemy hands. My decision is final."

The young woman coughed, and raised her hand, trying to attract the professor's attention.

"Ma'am? I think the decision's been made for us."

"What do you mean?" Lakowsky snapped.

She shook her head. "We've been locked out of the system. We have no control over the nuclear detonator. We couldn't activate the warhead… even if we wanted to."

Anita bit her lip, watching Shah narrow his eyes.

The professor matched his glare.

"Lower your weapon, Lieutenant Shah," she ordered.

Reluctantly, Shah did so. His threat was pointless now, anyway.

There was nothing else they could do.

* * *

"We're nearly there!" the Doctor yelled.

They were careering towards an area plastered with yellow and black nuclear warning signs; a corridor lined with thick coolant pipes.

The Doctor risked throwing a glance behind him, and immediately regretted it. There was barely an inch of the original corridor visible. Anything that wasn't covered in a thick layer of cobwebs was occupied by one of the furious Arachnids chasing after them.

Simmons pointed towards the area ahead of them.

"Decontamination! We need to close that door."

The Doctor drew the sonic screwdriver. Simmons was right. They were heading into a decontamination chamber. The door would take a few seconds to close.

They couldn't wait until after they were through, because the spiders were too close behind them. They'd be overwhelmed before the door completely shut.

He just had to time it exactly right. Too soon, and they would be crushed to death. Too late, and they would be eaten alive.

On the plus side, the bulkhead door would be practically bomb-proof, and there would be no way the Arachnids could penetrate it once they were through.

He went for it. The sonic whined; jets of steam spat out from the valves lining the doorway, and it began to close.

Summoning a last burst of energy, the Doctor and Simmons swooped under the descending bulkhead door; the tidal wave of Arachnids flooded after them, but the Doctor had timed it just right.

Only a couple of the Arachnids reached the door when it closed, and they were flattened. They could hear the bones crunch. A viscous blue ooze seeped across the concrete floor.

The Doctor bit his lip, regarding the casualties for a moment.

Simmons, who was less concerned by the fate of the Arachnids, leaned breathlessly against the wall, her calves screaming for energy.

"We're safe here now?" she asked.

"Oh yes, we'll be perfectly safe in here," the Doctor assured her. "If _'perfectly'_ means _'not at all'_ …"

The Doctor took a deep breath. He could sense the cleansing chemicals being pumped into the corridor, sterilising them.

"But don't worry. It's all relative. We're only slightly less unsafe in here than out there."

"Well, that's something, I suppose," Simmons muttered as cheerily as she could manage.

The Doctor set O'Neill's laptop down on a trolley, and inspected the damage. There was a large gash through the plastic, exposing the eviscerated electronics. It was beyond repair. There was no way the Doctor could use it to communicate with the Arachnids.

The Doctor turned back to Simmons, and pointed his thumb towards the bulkhead door at the opposite end of the corridor.

"What's normally through there?"

"Nuclear power cells," Simmons answered. "Source of the Moonbase's power."

"So the Arachnids want the Moonbase," the Doctor speculated, "But what for?"

Simmons shook her head. No idea.

"Shall we find out?" the Doctor asked, striding over to the door, and holding the screwdriver aloft.

Simmons was by his side in an instant.

"Won't we need radiation suits?" she queried, gesturing towards the white hazmat suits hanging on the wall.

"I shouldn't think so. Just don't touch anything."

Simmons nodded, her expression betraying that she was far from reassured.

The Doctor flicked on the sonic, and the door began to roll up, swallowed by the ceiling cavity.

* * *

"Doctor!" called Charlie.

Simmons gaped at him. He was mummified from the neck down. She dreaded the thought of something similar happening to her, and wondered how the boy was keeping so calm.

"Charlie. There you are," the Doctor grinned chirpily.

He span around, drinking in the cold atmosphere of the room.

"Yes, very clever!" he acknowledged. "The Arachnids have built a shield around the nuclear power cells. That's why the radiation levels are so low."

The Doctor bounded over to what appeared to be another clump of cobwebs, and scrutinised the structure closely.

"They're harnessing energy from it, using their own system. Very efficient!"

Simmons moved over to Charlie, who seemed confused. She could see that his eyes were somewhat unfocussed, like he'd been drugged. Presumably, the Arachnids had rendered him unconscious with a weak dose of their neurotoxin when they captured him.

"What's happened to you?" she asked.

"I'm not sure," he mumbled. "I think they're going to eat me."

The Doctor wandered back over, and ran a quick scan on him with the sonic.

His eyebrows twisted in astonishment.

"Congratulations," he uttered distractedly, peering at the sonic.

"What?"

"Sorry!" the Doctor said, his attention snapping back to him. "It's just, uh…"

The Doctor brushed the toe of his boot against the web-coated flooring.

"I'm not terribly sure how best to word it…" he looked up at Charlie, his eyes mournful. "You're going to be a dad."

"What?" Charlie uttered weakly.

"Sorry, that was uncalled for. What I mean to say," the Doctor fiddled with the sonic screwdriver, "is that you've been seeded with Arachnid eggs. They're going to hatch inside of you, and then, uh…" the Doctor avoided Charlie's gaze. "Eat you alive."

Charlie cursed despairingly under his breath.

Simmons offered him a sympathetic smile, silently congratulating his apt choice of swear words.

Charlie felt sick to his stomach. So did Simmons. Because, she realised, this was what had happened to Lazarov: eaten by spiderlings from the inside out.

But examining this set-up, its carefully constructed grandeur – this had to be much, much worse. More spiders? Simmons shuddered at the thought.

The hissing voice reverberated around the room.

The Doctor looked at Simmons in confusion.

The voice sounded like cutlery scratching a ceramic plate.

"I think they're trying to communicate with us," the Doctor surmised.

"Uh, yeah…" Charlie frowned. "Didn't you hear that?"

"I heard something. Didn't understand a word."

"Oh. I understood it. She was saying something about feasting on your flesh."

"Nice," the Doctor grumbled.

"Even you… Time Lord?" Charlie continued.

"So the Arachnids are acquainted with my people?" the Doctor asked.

"They've heard of you," Charlie nodded.

"Well, that's a start," the Doctor conceded, relieved that the negotiations seemed to be heading off to a reasonably good start, despite the circumstances.

He was interrupted by Professor Lakowsky's voice announcing loudly from the intercom:

"This is Professor Lakowsky, commanding officer of the UNIT Moonbase, and representative of the Earth's UNIT forces. I am addressing the leader of the Arachnids."

The Doctor hung his head, willing her to stop talking. "No… _no_ … shut up!"

"I offer you an ultimatum: leave now, and we will allow you to go without further loss of life. Otherwise, we will activate our defence protocols. There is a nuclear device installed in this military base, and I will not hesitate to detonate it."

"What?" the Doctor roared. "You were supposed to stop them from doing that!"

He glared at Simmons. She bit her lip, buckling under the intensity of the Doctor's infuriation and disappointment.

Lakowsky continued.

"We will all die. Unless you surrender, or retreat."

"Uh, Doctor…" Charlie uttered.

The Doctor turned to him.

"They know it's a bluff. The Arachnids have already disabled the self-destruct system."

"Oh. Okay. That's promising," the Doctor mused, hopefully.

"It's just because they don't want to die. They're going to kill all of us anyway," Charlie added.

"Less promising," the Doctor conceded.

"They're not destroying the Moonbase, because they've made it their breeding ground?" Simmons conjectured. "That's what they want the base for? They want us?"

The Doctor nodded, complementing her deductions.

"So it would seem. The Moonbase is about to become a nursery. Or a larder. No," the Doctor gasped, realising the perfect metaphor: "A tin of sardines. Packed with a ready meal… and other viscous substances…"

"And what will they do then, once they've eaten us all?" Simmons asked.

The Doctor waved around him. "Technology. Experts in engineering! They'll build ships. Go elsewhere."

The Doctor paused, pressing a finger to his lips. "Something doesn't quite add up. Where did they come from? How did they arrive here?"

The voice screeched at them.

They looked up at Charlie, for a translation.

"From the darkness," he muttered. "Not sure what that means."

"It's not much of an answer," agreed Simmons.

The Doctor's face crumpled in deliberation. "Hold on a moment. When you were talking about the voice, you said 'she'?"

"Yeah…" Charlie agreed, confused.

"Unless I'm very much mistaken, all the Arachnids I've seen so far have been male," the Doctor clarified. "So who exactly are we conversing with?"

Simmons looked around. She had just noticed the Arachnids concealed in corners around the room.

"Which one are you?" he called.

In response, the ground began to tremble. The cobwebs below Charlie fell away, revealing a deep pit, from which no light emanated. It seemed to suck all the air, and warmth, out of the room.

Charlie was left swinging above the hole; something he found rather distressing.

Rising out of the darkness, came a gigantic spider – at least four times larger than the other Arachnids. It was flecked with bulbous red orbs of pus, full to bursting.

The Doctor and Simmons backed away from the edge of the pit.

The thing hissed.

"She's their Queen," Charlie enlightened them, when he gave up another struggle to break free.

"An Arachnid Queen…" the Doctor breathed.

The Queen clicked and hissed.

They looked around. The Arachnids began to stir.

"What was that? What did they say?" the Doctor asked.

"Uh… basically: 'kill them'," Charlie uttered reluctantly, throwing an apologetic frown.

The Doctor and Simmons nervously eyed the advancing Arachnids, and slowly made for the door.

"Tactical retreat," he barked, activating the sonic screwdriver.

The Arachnids hissed again, the closest bearing dripping fangs.

"What? What about me?" Charlie cried.

"I'm coming back!" the Doctor yelled, as the steel door clanged shut.


	12. An Audience with Death

Simmons grasped anxiously at her collar. She could hear Arachnids scrabbling at both doors.

"What do we do? Do you have a plan?"

"Yes. Well, no." The Doctor wrung his hands desperately, as if he could squeeze a clever idea from his palms.

Simmons shook her head, desperate to help. That was why she was here, after all.

"Tell me about this Arachnid Queen," she prompted, shuddering at the mere thought of the giant monster.

"She's the origin of the species. The alpha female," the Doctor explained. "She's the breeder, mother of all the Arachnids, and they answer to her. She's their commander – every order comes from her."

"So we can stop all the Arachnids, if we stop her first?"

"Yes, but that's not going to be easy. I counted fourteen Arachnids in there, guarding her. And she didn't seem interested in a little chit chat."

The Doctor stormed across the room, rifling through the equipment lying on a trolley.

"We should contact the professor. They need to know what we're up against."

The Doctor looked up, his eyebrows suggesting that Simmons should know better.

"We're in a nuclear decontamination chamber. The room's shielded. No communications in or out."

Simmons frowned. "Then that's it!"

The Doctor's brows furrowed and he smiled in confusion.

"What if… what if we stop the Queen from being able to communicate with them?" Simmons suggested.

The Doctor's eyes sparkled; Simmons' idea dawning on him, too.

"Yes! Break down their communications network, and feed meaningless misinformation to the other Arachnids."

"Will that work?"

"It works for most countries, doesn't it?" the Doctor grinned. "We just need a scrambler that will cut the Queen and her orders from the network, and the Arachnids will be totally confused! I just need, oh…"

The Doctor lunged for the laptop.

"A UNIT translation device. Just as well I brought it along."

"It's broken." Simmons said mournfully.

"I won't need all of it," the Doctor muttered, turning the computer over in his hands; inspecting it from every angle.

"I'm sure I can knock up a quick device to hack into their web, and scramble their communications."

The Doctor began to rip the device apart, pulling screws and wires and electrical components from the casing, a childish gleam in his eye.

Simmons watched, as the Doctor rapidly assembled his device, cobbling parts together from wherever he could find them.

"It's gone very quiet out there," Simmons remarked, noticing the absence of Arachnids clawing at the bulkheads.

"Yes, that'll be the engineer Arachnids. They'll probably be able to repair the damage I've done to the door in, oh," he scratched his head with the sonic, "ten minutes. Maybe less."

Simmons found it difficult to picture an engineer spider. Not least because spiders completely freaked her out. All she could think of was one of the spiders with a yellow hard hat on, which was somehow worse.

She'd been afraid of spiders for as long as she could remember, and today really wasn't helping her overcome her fears.

"What's going to happen to him? To Charlie?" Simmons asked, mostly as a distraction from her nightmarish visions of Arachnids, and the corpses, and Lazarov dissolving in a swarm of spiders.

"Oh, don't worry about him," the Doctor muttered dismissively, licking his lips as a wisp of smoke curled from a freshly soldered component.

Simmons bit her lip. She wasn't sure she wanted to admit how she felt, but the Doctor simply wasn't the way he had been when she'd first met him.

"You've changed, Doctor," she told him.

"Yes…" The Doctor frowned. "In what way?"

"You're so… grumpy. You never used to be like that."

"I'm not grumpy. It's just everyone else that's so chirpy," the Doctor griped.

"You act like you don't care about anyone. You don't care what happens to people. That's not the Doctor I know," Simmons criticised.

Perhaps she was being too critical. But she knew she was right. The Doctor had seemed very cold and condescending since he'd turned up on the Moonbase.

The Doctor stared down at her, his grey eyes piercing her, with what Simmons took as resentment.

"Do you know what I see?" he asked. "When I see a mother walking down the street with her child?"

Simmons shook her head. The Doctor kept turning back to look her in the eye, whilst he worked, only facing away when he performed the trickier aspects of the device's construction.

"I see the future," he said. "I see that child growing up. That child leaving home. They play football, and watch television. Then they come back home and the mother's grown old, and sick."

The Doctor ripped the casing from a walkie-talkie.

"The child watches his mother die."

Wiring – gutted.

"Then that child, too, grows old and dies."

Batteries – gone.

"And it all happens in a _heartbeat_."

The Doctor's lips pressed tightly together. The sonic screwdriver buzzed.

He looked down at Simmons again.

"It's what I see every time I look at each and every one of you. You're all so fragile!"

Simmons held his gaze. It felt wrong, but she was challenging him. She needed to know that this was still the same man who saved her life all those years ago.

"So, what?" She shrugged, unable to bring herself to believe what she was hearing. "We're all insignificant _humans_ , compared to the genius Time Lord? Is that it?" Her hand darted towards the door. "And you're not bothered if everyone else out there dies, because they're all going to die anyway? Just as long as it doesn't make you look bad?"

The Doctor blinked, a little stung, and locked back onto his gadgets.

"You think I don't care?" he realised. "You think I save you all for my own sense of self-worth?"

She maintained her stare, even though the Doctor, for once, did not.

"Emily… of course I care. My problem is that I care too much."

Simmons' expression relaxed for a moment. There was something in the Doctor's voice that was deeply sad. Simmons had expected him to fight back, to defend himself, because his plan – whatever it was – was going to work. She wasn't prepared for this.

"Why do you think I still do all of this?" he asked. "I've fought more giant spiders than I dare to count. And it doesn't get any easier. People die. And every single death is on my conscience."

The Doctor was letting his guard down. Because he didn't want to fight Simmons.

"But I keep going. I keep going because I care about you."

He looked back at her again, and she could tell, from his ancient, shimmering eyes, that he was being truthful.

"You, and Charlie, and Clara – and all the others. I keep saving the universe for them. For my friends." The Doctor smiled, sadly. "And god knows, I never deserve half the friends I have."

Simmons fell silent. The Doctor's honesty was tugging at her emotions more than his uncharacteristic insensitivity.

"But I have to save Charlie, because I brought him here. It's my fault this has happened. I have to save him, otherwise I'd never be able to forgive myself. Don't tell me that's me being selfish?"

The Doctor looked at her, awaiting her response like a pining puppy.

She shook her head, despite an uncomfortable tension in the back of her neck, brought on by her infuriation.

"The only reason I say you're all insignificant… is because maybe, it won't hurt so much when I lose people I care about," the Doctor admitted, staring distantly into space. "Because I _will_ lose you. I will lose all of you. You'll all die, and I'll keep living." His voice was honest, stating the facts.

"It's my curse," he said quietly.

"Sometimes, it's so much easier to hide behind a lie. To pretend that you hate everyone, and you just don't care. Because it's easier than admitting how much pain you're really in."

Simmons nodded. And when she could bring herself to look back at the Doctor again, she saw how old he looked. And that that was nothing, next to how long he had lived.

"I'm sorry, I never really thought of that," she mumbled.

The Doctor shrugged, and cheerfully continued.

"But that's life. What the hell else am I supposed to do? I can't give up, I'm the Doctor!"

He beamed, proudly presenting his roughly completed device. It was basically a mass of circuit boards and capacitors, with a streamlined, ergonomically designed handle, naturally.

"And I _am_ a genius, of course."

She smiled. Yes, the Doctor was a genius. But she wasn't going to admit that. Not to his face.

"Right!" the Doctor declared. "As soon as I open that door, we have to be ready."

The Doctor aimed the sonic screwdriver, and the bulkhead's pistons hissed and churned.

Simmons took a deep breath, her heart pumping with nervous anticipation.

The Doctor dashed towards the doorway, and then turned on his heel.

"Actually, we might need a Geiger counter. I have no idea what will happen in there when I turn this thing on. Would you fetch one for me?"

Simmons nodded, and searched the room for the machine. There was one on a bench, under the hazmat suits. She grabbed it, and turned back towards the door.

The Doctor had gone on without her. She rushed to catch up, when she saw the Doctor raise the sonic screwdriver.

The look in his steely eyes was grim.

It took her a moment to realise that the Doctor had tricked her. He didn't want the Geiger counter at all.

"I'm sorry," he muttered, "But I'm not going to let you die."

She dropped the machine, and bolted for the door, but it clanged shut before she could reach it.

She hammered on the metal.

"Doctor!"

* * *

The Doctor sighed, but he didn't have time to show his remorse. The Arachnid guards were upon him within seconds.

With a flourish, the Doctor switched on the sonic screwdriver, and activated his makeshift scrambler. The device hummed, emitting erratic electronic noises.

The Doctor glared at the Arachnids, trying to assess whether or not he'd been successful.

From his cocoon, suspended above the inky pit, Charlie groaned.

"That's making me feel _really_ weird."

The Doctor looked around, his teeth bared, and screwdriver raised. The spiders were moving sluggishly. It seemed they had lost interest in attacking the Doctor, and started shuffling in random directions.

His plan was working, thus far.

Now for the tricky part.

"Charlie!" the Doctor called brightly.

Charlie jumped, as if he'd been startled awake.

"What just happened?"

The Doctor dodged an Arachnid that blindly scuttled towards him.

"I've cut the Queen off from the rest of the Arachnids. Given us a bit of breathing space."

He straightened an antenna on his device, and pointed it around.

"If I'm right, you're wired into the Arachnids' network? That's how you can understand them?"

Charlie closed his eyes. Yes. There was something there, like a nuzzling sensation at the back of his mind.

"I think so…?"

"Good. May I request an audience with her majesty?" the Doctor faux-bowed, and mockingly waved his arm in a regal manner.

"Not quite an audience with Victoria Wood, but never mind…" he muttered to himself, after straightening himself up again, and stretching his neck.

"Yeah, she's not happy, but she's listening," Charlie told him.

The Doctor pointed at him, his expression deadly serious. "Tell her that she's lost. Because I have control over her army."

The sonic screwdriver flared, and the Doctor's machine issued sparks. He shot a worried look at it, but seemed satisfied that whatever he'd done had done what it was supposed to.

The Arachnids stopped moving, stood to attention, in support of the Doctor.

"What does she have to say to that, hmm?" the Doctor challenged.

"Doctor…?" uttered Charlie.

"Well?"

"I think she's scared."

The Doctor was puzzled. "Scared? Of me?"

"No. She's not scared of you… um…" Charlie swallowed nervously. "She just uh… insulted you," he whispered quickly.

"Rude."

"She's scared of… nightmares," Charlie understood. He shook his head, as he tried to decipher the Arachnid's meaning.

"Maybe I can help?" the Doctor suggested. "I can help in return for her co-operation?"

"No. She doesn't want your help. She doesn't think you _can_ help. She's scared of the nightmares, and the darkness it will bring… and she fears for her children," he said, sullenly.

Charlie glanced down at himself. "I'd almost feel sorry for her, if it weren't for… you know."

The Arachnid Queen hissed, its voice echoing from within the gaping chasm beneath Charlie.

"No-one can escape their nightmares. Not even a Time Lord," Charlie repeated.

The Doctor peered over the edge. He could see the creature's glowing venom sacs in the darkness.

"You can tell her that I'm sorry about her children, but I'm not going to let her eat you," the Doctor reassured him, his eyes desperate, yet shining with warmth.

Charlie nodded, putting on a brave face, in spite of the things happening to him.

The Doctor skipped away from the hole, and waved the screwdriver.

"Release him," the Doctor commanded.

On his orders, a team of Arachnids began to abseil down to Charlie, pulling at the webbing that bound him.

Charlie grimaced as the Arachnids touched him, but he gritted his teeth, and allowed them to get on with it. The strands of web came away with a noise like peeling velcro.

The Doctor returned his attention to the pit.

"She's got one last chance to leave, before I finish this."

"Oh, no," groaned Charlie, the fear evident in his voice, as the room fell silent – the calm before the storm hit.

The Arachnids quailed, and backed away, leaving Charlie, still bound, and strung from the ceiling.

There was a roar, and the Arachnid Queen leapt out of her pit. Despite its bulk, the Queen was incredibly fast. It towered over the Doctor, rearing up and slamming into him with its pincer-like forelegs.

The Doctor was thrown onto his back, with an _"oof!"_ , but he quickly jumped back to his feet.

The other Arachnids were too intimidated to get close to the Queen. Any that were in her path were swatted away, or crushed.

Charlie was helpless, as the Doctor fought alone with the giant spider.

There had to be something he could do. He was connected with the Arachnid Queen. Perhaps he could somehow reach into her mind, and make her stop.

That was easier said than done. He had no idea how to actually do that.

He concentrated on the Doctor and the Arachnid. Inside his head, he yelled at her to stop. Pleaded with her.

It made no difference. The Queen continued to rain down attacks with her spear-like limbs, jabbing the Doctor, who was mustering all his energy to avoid being impaled.

The Queen made a final, desperate lunge for the Doctor. This time, he was too slow.

The device was knocked from his grasp, and shattered into fragments.

She sank her fangs into his arm, and the Doctor gasped sharply.

The Arachnid Queen scuttled around him, examining her prey, probing the Doctor with her bristly legs.

The Doctor staggered forwards, and crumpled to the floor.

 _No!_ Charlie uttered, his voice trapped.

The Doctor's arm shook violently as he tried to push himself up, but collapsed heavily onto the floor.

Charlie stared, shell-shocked. The Doctor couldn't be dead?

But the Doctor wasn't moving. The Arachnid Queen roared in delight.

Charlie yelled and screamed; meaningless sounds. All his anger and frustration bubbled through his blood. He desperately thrashed around, striving to tear himself free.

* * *

 _The sacred temple shall be cleansed, cleansed of all infestation._


	13. End of the Adventure

Simmons couldn't hear a thing through the bulkhead doors.

Everything had fallen silent, and it made her uneasy. She would even have preferred to have heard the Arachnids scratching away at the doors. At least she would know what they were doing.

She chewed anxiously on her thumbnail. All she could do was wait.

She couldn't shake the Doctor's words from her mind. She wanted to help, but knew that he would never let her.

There was a noise. A thump, from the far bulkhead door.

To her dismay, the door began to open.

The Arachnids had broken through.

The first of the spiders swarmed through, as soon as the gap was wide enough for their bulbous bodies.

She began to panic. She was trapped in here.

Simmons backed up against the door, as flat as she could physically make herself, as the Arachnids crawled all around her, hissing.

"Doctor…" she whimpered, quietly. He wouldn't be able to hear her.

The Arachnids stopped, as though frozen in time.

Simmons held her breath, but the spiders refused to advance further.

Then as quickly as they came, they scuttled away.

Simmons heaved a sigh of relief. It was over. The Doctor had defeated the Arachnid Queen.

There was a jolt, and the door behind her began to slide up.

She prepared to meet the Doctor's smug expression, as he triumphantly explained what he'd done, whilst constantly reminding her just how much of a genius he was.

Her face fell.

Instead, the Doctor was hunched on the floor, desperately clinging onto Charlie's arm.

Charlie looked up, more scared than he had been, trapped in a web.

"Help me!" he begged.

Simmons rushed over.

"Doctor!"

The Doctor was gasping for air. His blue jacket was in shreds, and his arm was bleeding.

"What happened?"

"The Queen bit him. He's been poisoned," Charlie's voice wavered.

Simmons glanced over at the twisted husk of the Arachnid Queen, lying dead against the wall.

The Doctor's arm looked bad. It was badly infected, pulsing with gangrenous globules.

"We'll get him to the med-bay. Manufacture an antidote."

Simmons helped Charlie support him, pulling his arms over their shoulders.

The Doctor shook his head. His face was pale, clammy; almost glowing under the effect of the Arachnid's venom.

"It's too late for that," he muttered.

"Don't say that," Charlie croaked.

Simmons could tell he was terrified – completely out of his depths with the Doctor hurt.

"No," the Doctor wheezed. "We won't make it there in time."

They began to make their way out through the decontamination chamber.

"Charlie, there's something important that you need to know."

The Doctor was struggling so much to speak, that Charlie had to try and convince him to keep quiet.

The Doctor ignored him.

"When I die, there's something that happens."

"You're not going to die," Charlie implored.

"When I die, there's this process… called regeneration."

"Oh, no…" muttered Simmons.

The Doctor groaned, as if he was about to throw up.

Charlie looked desperately at Simmons. She seemed to know something he didn't.

"Regeneration?" he exclaimed. "What are you talking about?"

"When my body… is critically injured…"

The Doctor jolted sharply, his face contorting, and yelled in pain.

"It… fixes itself," he managed to grunt, through gritted teeth.

"Every cell in his body regenerates," Simmons quickly explained. "His DNA is rewritten, and… he changes."

"I don't…" Charlie spluttered. He didn't understand what they were trying to tell him. "I'll just… I'll just get you back to the TARDIS."

"Yes!" the Doctor roared. "The TARDIS!"

They continued down the corridors of the Moonbase, heading for the TARDIS.

The Doctor made an effort to walk, but he couldn't keep up with Charlie and Simmons' hurried pace. His boots kept slipping against the metal floor, and they practically had to drag him along.

They sometimes saw an Arachnid, perched in the corners of the ceilings, completely at a loss for what to do.

Charlie knew that they wouldn't survive. He couldn't remember if the Doctor had explained, or if he knew because he had been connected to the Arachnids, but the spiders couldn't survive without their Queen. The males would all shrivel and die within the year – if they weren't exterminated by the UNIT soldiers first. They couldn't reproduce without a female: the Queen.

Their journey was a blur. Charlie was concentrating only on getting the Doctor back to the TARDIS.

There were other people around them, as they staggered down the corridors. Other UNIT personnel, watching the Doctor pass with concern. Charlie spotted Professor Lakowsky, and Lieutenant Shah, both gaping at him.

Another woman - whom he didn't recognise – kept offering to help, but there was nothing she could do.

Charlie began to recognise the area where the TARDIS had landed. The familiar blue box came into view, and he had never been so pleased to see it.

Surely, there'd be something on board the TARDIS that could help the Doctor. He'd know what to do. They just needed to get him inside.

Charlie fumbled in the Doctor's pocket for the TARDIS key, and thrust it into the lock.

* * *

Suddenly, he was alone in the TARDIS with the Doctor. The Doctor had collapsed to the floor, his knuckles scratching at the grating, as he struggled for breath.

He rolled over onto his back, wincing in agony.

Charlie glanced back at the police box door. It was shut, and there seemed to be no turning back. He crashed to his knees beside the Doctor.

He tried to take his pulse, grasping the Doctor's trembling wrist. For the first time, Charlie realised how frail the old man was.

"Don't… look so worried," the Doctor grunted. "Left heart's stopped beating. In a minute, the right's gonna go, too."

"What… what do I do?" Charlie urged, shaking his head.

"It doesn't matter, though," the Doctor continued, managing a chuckle.

The Doctor wrestled his hand into the air, and slowly twisted it around, closely studying his palm with unfocussed eyes.

Charlie wound his hands together anxiously. There was a disconcertingly distant smile stretched across the Doctor's face.

"You're going to… regenerate?" Charlie questioned. "Are you… are you sure?"

The Doctor eyebrows coiled into a frown, and the smile faded.

"Oh, no," he whispered sharply.

"Doctor?" Charlie repeated. The Doctor, however, didn't seem to hear him.

"Something's gone wrong," he whimpered. The Doctor's voice was cracked, his breathing shallow. He sounded scared, all of a sudden. He'd kept very calm until a second ago.

Charlie felt helpless. The Doctor gasped sharply, and threw his head back, teeth clenched, flecks of spittle escaping as he thundered; tortured.

"What do I do?" Charlie mouthed, unable to utter a sound as the Doctor writhed beside him.

Without warning, the Doctor stopped moving, and lay still. Charlie held his breath, unsure what to do next.

The Doctor fixed his watery gaze upon him, and blinked. He was frowning, as if he didn't quite recognise the person kneeling at his side. A tear welled out of his eye, and snaked across his temple.

The Doctor's last breath was drawn out; all the air in his lungs fleeing his body.

Charlie was paralysed. The Doctor's shape was rigid, his hand slung limply by his side, a bruise still blossoming across his skin.

The Doctor couldn't be… dead? _He can't be._

The TARDIS seemed to know, and had fallen into melancholy silence. Or perhaps Charlie was so upset, he could no longer hear the rhythmic pulsing of the engines.

"Charlie?" a voice spoke softly into his ear.

Charlie reeled back in shock, and threw his hand out beneath him to keep his balance.

There was a flickering holographic figure crouching next to him. It was a figure of a man – rather, a boy, about his own age. He was staring down at the Doctor, a familiar brooding expression dominating his face. The last face Charlie had expected to see.

The boy turned to face him, his features strangely blurred as the holographic pixels moved. His eyes sparkled as he looked directly at him. Despite the figure before him being a monochrome image, those eyes were so full of life.

"We can still save him, Charlie," the figure assured him.

"Nate?" Charlie breathed in disbelief.

His slightly swollen lips curled, and the holographic figure smiled a brilliant, boyish grin.

* * *

 ** _To Be Continued…_**

The Twelfth Doctor and Charlie will return in: _Shadows of My Mind_.


End file.
